Tonghe Pharmaceutical: Announcement of Resolutions of the Sixth Meeting of the Fourth Board of Directors
Securities code: 300636 Securities abbreviation: Tonghe Pharmaceutical Announcement number: 2025-051
Jiangxi Tonghe Pharmaceutical Co., Ltd.
Announcement of Resolutions of the Sixth Meeting of the Fourth Board of Directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and
Complete, without false records, misleading statements or material omissions.
1. Convening of board of directors meetings
The sixth meeting of the fourth session of the Board of Directors of Jiangxi Tonghe Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") (hereinafter referred to as the "Meeting") was notified by phone and email on October 17, 2025, and was held in the company's conference room on October 24, 2025 by on-site combined with communication voting. The meeting was supposed to be attended by 9 directors, but 9 directors were actually present. This meeting was chaired by Chairman Mr. Pang Zhengwei, and the company's supervisors and senior executives attended the meeting. The convening, holding and voting procedures of this meeting complied with the relevant laws and regulations such as the Company Law of the People's Republic of China and the Articles of Association of Jiangxi Tonghe Pharmaceutical Co., Ltd. (hereinafter referred to as the "Articles of Association"). The meeting was legal and valid.
2. Review status of board of directors meeting
After careful deliberation by the directors present at the meeting, the following resolutions were passed by registered vote:
- The "Company's Third Quarterly Report for 2025" was reviewed and approved;
For details, please refer to the "Company's 2025 Third Quarter Report" disclosed by the company on the same day on Juchao Information Network (http://www.cninfo.com.cn), the GEM information disclosure website designated by the China Securities Regulatory Commission.
The Audit Committee of the company's board of directors has reviewed and approved the third quarter financial statements for 2025. Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
- The "Proposal on Amending the Articles of Association" was reviewed and approved;
In accordance with the latest provisions of laws, regulations and normative documents such as the "Company Law", "Guidelines on the Articles of Association of Listed Companies", "Shenzhen Stock Exchange GEM Stock Listing Rules", "Shenzhen Stock Exchange Listed Companies Self-Regulatory Guidelines No. 2 - Standardized Operations of GEM Listed Companies" and other laws, regulations and normative documents, combined with the actual situation of the company, it is agreed that the company will no longer have a board of supervisors and supervisors, "Jiangxi Tonghe Pharmaceutical"
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The "Rules of Procedure of the Supervisory Board of a Joint Stock Company" shall be abolished accordingly, the provisions of the company's various systems involving the Supervisory Board and Supervisors shall be revised accordingly, and the relevant provisions in the "Articles of Association" shall also be revised accordingly. Adjust the seat structure of the company's board of directors and adjust one non-independent director seat to an employee director seat.
In summary, it is agreed that the company will revise the relevant contents of the aforementioned matters in the Articles of Association.
In order to ensure the smooth development of follow-up work, the company's board of directors requested the shareholders' meeting to authorize the board of directors and its authorized persons to handle the industrial and commercial change registration, filing and other related matters involved in the revision of the "Articles of Association".
For details, please refer to the "Articles of Association" and "Revision Table of Articles of Association" disclosed by the company on the same day on Juchao Information Network (http://www.cninfo.com.cn), the GEM information disclosure website designated by the China Securities Regulatory Commission.
Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
This proposal still needs to be submitted to the company's first extraordinary shareholders' meeting in 2025 for review.
- Reviewed and approved the "Proposal on Revising and Establishing Part of the Company's Systems";
In order to fully implement the latest legal and regulatory requirements, ensure synchronization of corporate governance and regulatory provisions, further standardize the company's operating mechanism, and improve the level of corporate governance, in accordance with the "Company Law", "Securities Law", "Shenzhen Stock Exchange GEM Stock Listing Rules", "Shenzhen Stock Exchange Listed Companies Self-Regulatory Guidelines No. 2 - Standardized Operation of GEM Listed Companies" and other relevant content and other normative documents, combined with the company's own actual situation, the company is agreed to revise and formulate some systems.
3.01 "Proposal on Amending the Rules of Procedure for Shareholders' Meetings"
Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
3.02 "Proposal on Amending the Rules of Procedure of the Board of Directors"
Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
3.03 "Proposal on Amending the "Independent Director System""
Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
3.04 "Proposal on Amending the Implementation Rules of the Cumulative Voting System"
Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
3.05 "Proposal on Amending the "Accounting Firm Selection and Recruitment System""
Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
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3.06 "Proposal on Amending the "External Guarantee System""
Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
3.07 "Proposal on Amending the "Foreign Investment Decision-making System"" voting results: 9 votes in favor, 0 votes against, and 0 abstentions.
3.08 "Proposal on Amending the Related Party Transaction Decision-making System" Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.
3.09 "Proposal on Amending the Measures for the Management of Raised Funds" Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.
3.10 "Proposal on Developing the Remuneration Management System for Directors and Senior Management Personnel" Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.
3.11 "Proposal on Amending the Working Rules of the Audit Committee" Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.
3.12 "Proposal on Amending the Working Rules of the Salary and Appraisal Committee" Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.
3.13 "Proposal on Amending the Special Meeting System for Independent Directors" Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.
3.14 "Proposal on Amending the General Manager's Work Rules"
Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
3.15 "Proposal on Amending the Working System of the Board Secretary" Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.
3.16 "Proposal on Amending the Information Disclosure Management System" Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.
3.17 "Proposal on Amending the "Insider Information Insider Registration System"" Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.
3.18 "Proposal on Amending the Investor Relations Management System" Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.
3.19 "Proposal on Amending the Measures for the Management of the Company's Stocks Held by Directors and Senior Management and Their Changes"
Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
3.20 "Proposal on Amending the Measures for the Management of Media Interviews and Investor Research Reception"
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Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
3.21 "Proposal on Amending the "Internal Audit System""
Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
3.22 "Proposal on Amending the Accountability System for Major Errors in Annual Report Information Disclosure" Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.
3.23 "Proposal on Amending the "Annual Report Work Procedures of the Audit Committee""
Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
3.24 "Proposal on Amending the "Foreign Exchange Derivatives Transaction Business Management System""
Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
3.25 "Proposal on Amending the "Internal Reporting System for Major Information""
Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
For details, please refer to the relevant systems disclosed by the company on the same day on the Juchao Information Network (http://www.cninfo.com.cn), the GEM information disclosure website designated by the China Securities Regulatory Commission. The Audit Committee of the company's board of directors has reviewed and approved matters 3.11 and 3.23, and the Remuneration and Assessment Committee of the company's board of directors has considered and approved matters 3.10 and 3.12.
Sub-proposals 3.01-3.10 of this motion still need to be submitted to the company’s first extraordinary shareholders’ meeting in 2025 for review.
- The "Proposal on Proposing to Convene the First Extraordinary General Meeting of Shareholders in 2025" was reviewed and approved;
For details, please refer to the "Notice on Convening the First Extraordinary General Meeting of Shareholders in 2025" disclosed by the company on the same day on Juchao Information Network (http://www.cninfo.com.cn), the GEM information disclosure website designated by the China Securities Regulatory Commission.
Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
3. Documents for reference
Resolution of the sixth meeting of the fourth board of directors;
Other documents required by Shenzhen Stock Exchange.
Announcement is hereby made.
Board of Directors of Jiangxi Tonghe Pharmaceutical Co., Ltd. October 24, 2025
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