Smart Medicine: Announcement of Resolutions of the Thirteenth Meeting of the Sixth Board of Directors
Securities code: 300149 Securities abbreviation: Ruizhi Pharmaceutical Announcement number: 2025-69 Ruizhi Pharmaceutical Technology Co., Ltd.
Announcement of Resolutions of the Thirteenth Meeting of the Sixth Board of Directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, and contains no false records, misleading statements or major omissions.
The 13th meeting of the sixth board of directors of Ruizhi Pharmaceutical Technology Co., Ltd. (hereinafter referred to as the "Company") was held on October 29, 2025 via on-site and communication means. Notice of meeting shall be delivered in writing, by phone or by email. Six directors were supposed to be present at the meeting, but six actually showed up. The meeting was chaired by the company's chairman, Mr. WOO SWEE LIAN, and the company's senior managers attended the meeting. The convening and holding of this meeting complied with the relevant provisions of relevant laws, administrative regulations, departmental rules and the Articles of Association. After careful deliberation by the directors present at the meeting, the following resolutions were reached:
- The "Proposal on the Third Quarter Report of 2025" was reviewed and approved
The company's third quarter report of 2025 truly reflects the company's operating conditions.
This proposal has been reviewed and approved by the Audit Committee of the Company's Board of Directors. For details, please refer to the relevant announcement disclosed by the company on the Juchao Information Network (www.cninfo.com.cn) on the same day.
This motion was passed with 6 votes in favor, 0 votes against, and 0 abstentions.
- Considered and approved the “Proposal on Re-appointment of Accounting Firm”
The board of directors agreed to renew the appointment of Shu Lun Pan Certified Public Accountants (Special General Partnership) as the company's 2025 financial audit and internal control audit agency. The appointment term is one year and will be responsible for the company's 2025 financial report audit and internal control audit work.
This proposal has been reviewed and approved by the audit committee of the company's board of directors and the special meeting of independent directors. For details, please refer to the relevant announcement disclosed by the company on the Juchao Information Network (www.cninfo.com.cn) on the same day. This motion was passed with 6 votes in favor, 0 votes against, and 0 abstentions.
This proposal still needs to be submitted to the company's shareholders' meeting for review.
- Considered and approved the "Proposal on Developing the Information Disclosure Suspension and Exemption Management System"
In order to regulate the suspension and exemption of information disclosure by companies, urge companies and relevant information disclosure obligors to perform information disclosure obligations in compliance with laws and regulations, and protect the legitimate rights and interests of investors, in accordance with the "Company Law", "Securities Law", "Measures for the Administration of Information Disclosure of Listed Companies" and "Self-discipline Supervision of Listed Companies of the Shenzhen Stock Exchange" Guideline No. 2 - Standardized Operation of GEM Listed Companies, "Regulations on the Suspension and Exemption Management of Information Disclosure of Listed Companies" and other relevant laws, administrative regulations, departmental rules and normative documents, as well as the relevant provisions of the "Articles of Association", combined with the actual situation of the company, the "Information Disclosure Suspension and Exemption Management System" was formulated. For details, please refer to the relevant announcement disclosed by the company on the Juchao Information Network (www.cninfo.com.cn) on the same day.
This motion was passed with 6 votes in favor, 0 votes against, and 0 abstentions.
- Reviewed and approved the "Proposal on Related Parties' Capital Increase in Wholly-Owned Subsidiaries and External Investment to Establish Joint Ventures and Related Transactions"
In order to meet the operation and development needs of the company's wholly-owned subsidiary Guangdong Xiangbainian Health Technology Co., Ltd. (hereinafter referred to as "Xiangbainian Health Technology"), it is agreed that it will introduce the company's related party Jiangmen Anxin Investment Co., Ltd. (hereinafter referred to as "Anxin Investment") to increase capital in Xiangbainian Health Technology. Anxin Investment plans to increase its capital in Xiangbainian Health Technology by RMB 4,803,921.57 in the form of currency. The company will give up its right to preemptively subscribe for investment in this century-old health technology capital increase. After the completion of this capital increase, the registered capital of Xiangbainian Health Technology will increase from RMB 5,000,000 to RMB 9,803,921.57. The company's investment in Xiangbainian Health Technology remains unchanged, and the shareholding ratio drops from 100% to 51%. Xiangbainian Health Technology is changed from a wholly-owned subsidiary of the company to a holding subsidiary, which will not lead to a change in the scope of the company's consolidated statements.
At the same time, it was agreed that Xiangbainian Health Technology and Anxin Investment would jointly invest in the establishment of Guangzhou Xiangbainian Biotechnology Co., Ltd. (tentative name, subject to the final approved registration name by the market supervision and management department, hereinafter referred to as "Xiangbainian Biotechnology") with a registered capital of 5 million yuan, of which Xiangbainian Health Technology plans to invest 3.35 million yuan from its own funds, with a shareholding ratio of 67%; Anxin Investment plans to invest 1.65 million yuan from its own funds, with a shareholding ratio of 33%. After the completion of this establishment, Xiangbainian Biotechnology will become a subsidiary controlled by Xiangbainian Health Technology and will be included in the company's consolidated statements.
This proposal has been reviewed and approved by the audit committee of the company's board of directors, the strategy and sustainable development committee of the board of directors and the special meeting of independent directors. For details, please refer to the relevant announcement disclosed by the company on the Juchao Information Network (www.cninfo.com.cn) on the same day.
Related director Mr. WOO SWEE LIAN abstained from voting.
This motion was passed with 5 votes in favor, 0 votes against, and 0 abstentions.
- Considered and approved the "Proposal on Increasing the Guarantee Amount for Subsidiaries"
In order to meet the business development and production and operation needs of the company and its subsidiaries, the board of directors agreed that the company will increase the guarantee line for its wholly-owned subsidiary Shanghai Ruizhi Pharmaceutical Research Group Co., Ltd. by no more than RMB 720 million.
This proposal has been reviewed and approved by the Audit Committee of the Company's Board of Directors. For details, please refer to the relevant announcement disclosed by the company on the Juchao Information Network (www.cninfo.com.cn) on the same day.
This motion was passed with 6 votes in favor, 0 votes against, and 0 abstentions.
This proposal still needs to be submitted to the company's shareholders' meeting for review.
- The “Proposal on Convening the Second Extraordinary Shareholders’ Meeting in 2025” was considered and approved
In accordance with the relevant provisions of the "Company Law" and other laws and regulations as well as the "Articles of Association", it is agreed to convene the company's second extraordinary shareholders' meeting in 2025 on November 17, 2025. For details, please refer to the relevant announcement disclosed by the company on the Juchao Information Network (www.cninfo.com.cn) on the same day.
This motion was passed with 6 votes in favor, 0 votes against, and 0 abstentions.
Announcement is hereby made.
Board of Directors of Ruizhi Pharmaceutical Technology Co., Ltd.
October 29, 2025