Tonghua Jinma: Announcement of Resolutions of the Second Extraordinary Meeting of the Eleventh Board of Directors in 2026

Securities code: 000766 Securities abbreviation: Tonghua Jinma Announcement number: 2026-16

Tonghua Jinma Pharmaceutical Group Co., Ltd.

Announcement of the Resolutions of the Second Extraordinary Meeting of the Eleventh Board of Directors in 2026

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.

1. Convening of board of directors meetings

1. The notice of the second extraordinary meeting of the 11th Board of Directors of Tonghua Jinma Pharmaceutical Group Co., Ltd. in 2026 was sent to all directors via WeChat and email on May 18, 2026.

2. It will be held on-site and via communication at 9:30 am on May 20, 2026.

3. 9 directors should be present at the meeting, but 9 directors actually attended the meeting.

4. The meeting was chaired by Mr. Zhang Yufu, Chairman of the Board. Some senior executives attended the meeting.

5. The convening of this board meeting complies with relevant laws, administrative regulations, departmental rules, normative documents and the company's articles of association.

2. Review status of board of directors meeting

(1) Consider and adopt the proposal on the renewal of the company’s audit institution for 2026

After deliberation, it was agreed to re-appoint Beijing Dehao International Accounting Firm (Special General Partnership) as the company's audit agency for 2026, responsible for the company's 2026 financial audit and internal control audit. For details, please refer to the "Announcement on the Proposed Re-appointment of the Accounting Firm" disclosed by the company on cninfo.com on the same day.

This proposal has been unanimously reviewed and approved by the Audit Committee of the Board of Directors.

This proposal needs to be submitted to the company's shareholders' meeting for review.

Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.

(2) Consider and adopt the proposal on the general election of the Board of Directors and the nomination of non-independent director candidates for the 12th Board of Directors

In view of the fact that the term of the company's eleventh board of directors is about to expire, in accordance with the provisions of the "Company Law", "Securities Law", "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operation of Main Board Listed Companies" and other laws, regulations, rules, normative documents and the "Articles of Association", the company has decided to re-elect the board of directors. Based on the opinions and qualification review of the Nomination Committee of the Board of Directors, the Board of Directors nominated Mr. Zhang Yufu, Ms. Zhang Haoyan, Ms. Wei Yingjie, Mr. Jing Yu, and Mr. Zhou Qiang as non-independent director candidates for the 12th Board of Directors of the Company (Attached: Resumes of Non-Independent Director Candidates for the 12th Board of Directors), with a term of three years, starting from the date of review and approval by the shareholders' meeting.

In order to ensure the normal operation of the Board of Directors, before the new term of non-independent directors takes office, the non-independent directors of the 11th Board of Directors of the Company will continue to faithfully and diligently perform the duties and responsibilities of directors in accordance with relevant provisions of laws, regulations, the Articles of Association and the Company’s Articles of Association.

The directors attending the meeting voted on the above candidates one by one. The voting results are as follows:

1. Nominate Mr. Zhang Yufu as a candidate for non-independent director of the 12th Board of Directors of the company

Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.

2. Nominate Ms. Zhang Haoyan as a non-independent director candidate for the 12th Board of Directors of the company

Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.

3. Nominate Ms. Wei Yingjie as a non-independent director candidate for the 12th Board of Directors of the company

Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.

4. Nominate Mr. Jing Yu as a non-independent director candidate for the 12th Board of Directors of the company

Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.

5. Nominate Mr. Zhou Qiang as a non-independent director candidate for the 12th Board of Directors of the company

Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.

The above-mentioned non-independent director candidates need to be submitted to the company’s 2025 annual shareholders’ meeting for election and review using a cumulative voting system.

(3) Consider and adopt the resolution on the general election of the Board of Directors and the nomination of independent director candidates for the 12th Board of Directors

The term of the company's eleventh board of directors is about to expire. In accordance with the provisions of the Company Law, Securities Law, Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operation of Main Board Listed Companies, and other laws, regulations, rules, normative documents and the Articles of Association, the company has decided to re-elect the board of directors.

Upon proposal and qualification review by the Nomination Committee of the Company's Board of Directors, the Board of Directors nominated Ms. Zhang Ling, Ms. Zhao Wei, and Mr. Zhang Zhongwei as independent director candidates for the 12th Board of Directors of the Company (Attachment: Resumes of Independent Director Candidates for the 12th Board of Directors), with a term of three years, starting from the date of review and approval by the shareholders' meeting.

In order to ensure the normal operation of the Board of Directors, before the new independent directors take office, the independent directors of the 11th Board of Directors of the Company will continue to faithfully and diligently perform their duties and responsibilities as directors in accordance with laws, regulations, the Articles of Association and other relevant provisions.

The directors attending the meeting voted on the above candidates one by one. The voting results are as follows:

1. Nominate Ms. Zhang Ling as an independent director candidate for the 12th Board of Directors of the company

Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.

2. Nominate Ms. Zhao Wei as an independent director candidate for the 12th Board of Directors of the company

Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.

3. Voting results for nominating Mr. Zhang Zhongwei as an independent director candidate for the 12th Board of Directors of the company: 9 votes in favor, 0 votes against, and 0 abstentions.

The above-mentioned independent director candidates have obtained independent director qualification certificates in accordance with the provisions of the China Securities Regulatory Commission's "Guidelines for the Training of Senior Managers of Listed Companies". The qualifications and independence of independent director candidates must be reviewed and approved by the Shenzhen Stock Exchange before being submitted to the shareholders' meeting for review.

The above-mentioned independent director candidates need to be submitted to the company's 2025 annual shareholders' meeting for election and review using a cumulative voting system.

The nominator statement and candidate statement of the independent directors will be published on the cninfo.com on the same day.

(4) Consider and adopt the resolution on convening the 2025 annual shareholders’ meeting

The company plans to hold the 2025 Annual Shareholders' Meeting on June 17, 2026. For details, please refer to the "Notice on Convening the 2025 Annual Shareholders' Meeting" published by the company on cninfo.com on the same day. Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.

3. Documents for reference

A resolution of the board of directors signed by the directors present and stamped with the seal of the board of directors.

Board of Directors of Tonghua Jinma Pharmaceutical Group Co., Ltd.

Attachment on May 20, 2026: Resumes of Non-Independent Director Candidates for the Twelfth Board of Directors

1. Mr. Zhang Yufu, Chinese nationality, born in 1962, has a master’s degree and no permanent residence abroad. He once taught at Northeastern University and was engaged in oil trading, investment management and management. From April to August 2020, he served as the general manager of the company. Since September 2019, he has served as director and chairman of the company. From June 2024 to present, he has served as the general manager of the company.

As of now, Mr. Zhang Yufu holds 525,500 shares of the company; except for his father-daughter relationship with Ms. Zhang Haoyan, he has no related relationships with shareholders, actual controllers, other directors, and senior managers of the company who hold more than 5% of the company's shares; he has not been punished by the China Securities Regulatory Commission and other relevant departments or disciplinary actions by the stock exchange; he has not been investigated by judicial authorities for suspected crimes or investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, and no clear conclusion has been made; Have been publicized by the China Securities Regulatory Commission on the public inquiry platform for illegal and untrustworthy information in the securities and futures markets or have been included in the list of dishonest persons subject to enforcement by the people's court; there are no circumstances that prohibit serving as company directors or senior managers as stipulated in the Company Law, Company Articles of Association, and Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operation of Main Board Listed Companies, and they meet the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, and the Articles of Association.

2. Ms. Zhang Haoyan, Chinese nationality, born in 1989, holds a bachelor's degree in national economic management from Renmin University of China and a master's degree in finance from Brandeis University in the United States. She has no permanent residence abroad. He once worked for Benxi High-tech Development Zone Management Committee, and served as executive deputy general manager of Zhongyuan Rongtong Investment Management Co., Ltd., director and general manager of Beijing Shanxi Merchants Alliance Investment Management Co., Ltd. From May 2020 to present, he serves as the general manager of Zhongyuan Pharmaceutical Co., Ltd. He has served as a director of the company since July 2023.

As of now, Ms. Zhang Haoyan does not hold any shares in the company; except for serving as the general manager of Sinoyuan Pharmaceutical Co., Ltd. and having a father-daughter relationship with Mr. Zhang Yufu, she has no relationship with shareholders who hold more than 5% of the company's shares, actual controllers, other directors, and senior managers of the company; she has not been punished by the China Securities Regulatory Commission and other relevant departments or disciplinary actions by the stock exchange; she has not been investigated by judicial authorities for suspected crimes or investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, and there has been no clear conclusion yet. circumstances; have not been publicized by the China Securities Regulatory Commission on the public inquiry platform for illegal and untrustworthy information in the securities and futures markets or been included in the list of persons subject to enforcement for untrustworthiness by the people's court; there are no circumstances that prohibit serving as company directors or senior managers as stipulated in the "Company Law", "Company Articles of Association" and "Shenzhen Stock Exchange Self-Discipline Supervision Guidelines for Listed Companies No. 1 - Standardized Operation of Main Board Listed Companies", and meet the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents and the "Company Articles of Association".

3. Ms. Wei Yingjie, Chinese nationality, born in 1963, member of the Communist Party of China, bachelor’s degree, senior engineer, no permanent residence abroad. He once served as the general manager of China Huadian Tieling Power Generation Co., Ltd. and the deputy general manager of China Huadian Liaoning Regional Company. He has served as the president of Zhongyuan Rongtong Investment Co., Ltd. since December 2018 and as a director of the company since April 2020.

As of now, Ms. Wei Yingjie holds 179,900 shares of the company; except for serving as the president of Zhongyuan Rongtong Investment Co., Ltd., she has no related relationships with shareholders, actual controllers, other directors and senior managers of the company who hold more than 5% of the company's shares; she has not been punished by the China Securities Regulatory Commission and other relevant departments or disciplinary actions by the stock exchange; she has not been investigated by the judicial authorities for suspected crimes or investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, and there has been no clear conclusion. ; Has not been publicized by the China Securities Regulatory Commission on the public inquiry platform for illegal and untrustworthy information in the securities and futures markets or been included in the list of persons subject to enforcement for untrustworthiness by the people's court; There is no situation that prohibits serving as a company director or senior manager as stipulated in the "Company Law", "Company Articles of Association" and "Shenzhen Stock Exchange Self-Discipline Supervision Guidelines for Listed Companies No. 1 - Standardized Operation of Main Board Listed Companies", and meets the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents and the "Company Articles of Association".

4. Mr. Jing Yu, Chinese nationality, born in 1979, member of the Communist Party of China, Ph.D. in Pharmacy from Peking University, no permanent residence abroad. He once served as a researcher in the Science and Technology R&D Department of China National Pharmaceutical Group Corporation, a manager of the Technology R&D Department, deputy sales and marketing department manager, marketing manager, marketing director, and market operations director of China National Pharmaceutical Group Huayi Pharmaceutical Co., Ltd., and a marketing director of Harbin Shengtai Biopharmaceutical Co., Ltd. From November 2016 to present, he serves as the marketing director of Tonghua Jinma Pharmaceutical Group Co., Ltd. From April 2020 to present, he serves as the deputy general manager of the company. He has served as a director of the company since July 2023.

As of now, Mr. Jing Yu holds 38,300 shares of the company; he has no related relationship with shareholders, actual controllers, other directors and senior managers of the company who hold more than 5% of the company's shares; he has not been punished by the China Securities Regulatory Commission and other relevant departments or disciplinary sanctions from the stock exchange; he has not been investigated by judicial authorities for suspected crimes or investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, but no clear conclusion has been made; he has not been punished by the China Securities Regulatory Commission. The information disclosure platform for illegal and untrustworthy acts in the securities and futures markets has been publicized or the people's court has included them in the list of dishonest persons subject to enforcement; there are no circumstances that prohibit serving as company directors or senior managers as stipulated in the "Company Law", "Company Articles of Association" and "Shenzhen Stock Exchange Self-Discipline Supervision Guidelines for Listed Companies No. 1 - Standardized Operation of Main Board Listed Companies", and they meet the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents and the "Company Articles of Association".

5. Mr. Zhou Qiang, Chinese nationality, born in 1965, has a college degree and no permanent residence abroad. He once served as the general manager of Shenyang Dongda Huixin Technology Co., Ltd. From April 2018 to present, he serves as the sales manager of Shenyang Jinhaoxin Trading Co., Ltd. He has been serving as a director of the company since April 2020.

As of now, Mr. Zhou Qiang does not hold any shares in the company; except as the sales manager of Shenyang Jinhaoxin Trading Co., Ltd., he has no related relationships with shareholders, actual controllers, other directors and senior managers of the company who hold more than 5% of the company's shares; he has not been punished by the China Securities Regulatory Commission and other relevant departments or disciplinary actions by the stock exchange; he has not been investigated by judicial authorities for suspected crimes or investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, and no clear conclusion has been made; Have been publicized by the China Securities Regulatory Commission on the public inquiry platform for illegal and untrustworthy information in the securities and futures markets or have been included in the list of dishonest persons subject to enforcement by the people's court; there are no circumstances that prohibit serving as company directors or senior managers as stipulated in the Company Law, Company Articles of Association, and Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operation of Main Board Listed Companies, and they meet the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, and the Articles of Association.

Attachment: Resumes of Independent Director Candidates for the 12th Board of Directors

1. Ms. Zhang Ling, born in 1980, Chinese nationality, bachelor’s degree, member of the Communist Party of China, no permanent residence abroad. Passed the National Judicial Examination in 2012, and has been working at Jilin Chen Qibin Law Firm since April 2013, including: from April 2013 to August 2014, he was an intern lawyer of the law firm, from August 2014 to December 2019, he was a lawyer of the law firm, and from January 2020 to the present, he is the director of the law firm. From November 2022 to present, he has served as an external director of Tonghua State-owned Assets Management Co., Ltd. From June 2024 to present, he has served as an independent director of Tonghua Huasheng Construction Engineering Inspection Co., Ltd. He has served as an independent director of the company since June 2024.

As of now, Ms. Zhang Ling does not hold any shares in the company; she has no related relationship with shareholders, actual controllers, other directors and senior managers of the company who hold more than 5% of the company's shares; she has not been punished by the China Securities Regulatory Commission and other relevant departments or disciplinary sanctions from the stock exchange; she has not been investigated by judicial authorities for suspected crimes or investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, but no clear conclusion has been made; she has not been punished by the China Securities Regulatory Commission in securities The futures market illegal and untrustworthy information public inquiry platform has been publicized or the People's Court has been included in the list of dishonest persons subject to enforcement; there are no circumstances that prohibit serving as company directors or senior managers as stipulated in the Company Law, Company Articles of Association, and Shenzhen Stock Exchange Self-Discipline Supervision Guidelines for Listed Companies No. 1 - Standardized Operation of Main Board Listed Companies, and the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, and the Articles of Association are met.

2. Ms. Zhao Wei, Chinese nationality, born in 1977, bachelor's degree, certified public accountant, certified tax agent, no permanent residence abroad. From January 2000 to December 2003, he served as the accountant of Tonghua Weijing Pharmaceutical Co., Ltd.; from December 2003 to present, he worked at Tonghua Tongda Accounting Firm Co., Ltd., including: from December 2003 to November 2008, he served as Tonghua He is an audit assistant of Hua Tongda Accounting Firm Co., Ltd., and has been a certified public accountant of Tonghua Tongda Accounting Firm Co., Ltd. since November 2008. He has been the legal representative of Tonghua Tongda Accounting Firm Co., Ltd. since February 2025. From June 2011 to September 2013, he served as an independent director of the company. From November 2017 to July 2023, he served as an independent director of the company. He has served as an independent director of the company since April 2025.

As of now, Ms. Zhao Wei does not hold any shares in the company; she has no related relationship with shareholders, actual controllers, other directors and senior managers of the company who hold more than 5% of the company's shares; she has not been punished by the China Securities Regulatory Commission and other relevant departments or disciplinary sanctions from the stock exchange; she has not been investigated by judicial authorities for suspected crimes or investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, but no clear conclusion has been made; she has not been punished by the China Securities Regulatory Commission in the securities industry. The futures market illegal and untrustworthy information public inquiry platform has been publicized or the People's Court has been included in the list of dishonest persons subject to enforcement; there are no circumstances that prohibit serving as company directors or senior managers as stipulated in the Company Law, Company Articles of Association, and Shenzhen Stock Exchange Self-Discipline Supervision Guidelines for Listed Companies No. 1 - Standardized Operation of Main Board Listed Companies, and the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, and the Articles of Association are met.

3. Mr. Zhang Zhongwei, Chinese nationality, born in March 1978, university degree, member of the Communist Party of China, Chinese Certified Public Accountant, no permanent residence abroad. He once served as senior project manager of Zhongzhun Accounting Firm (Special General Partnership), director, financial director and chief economist of Jilin Zixin Pharmaceutical Co., Ltd., independent director of Tonghua Shuanglong Chemical Co., Ltd., independent director of Jilin Quanyangquan Co., Ltd., independent director of Jinhong Holding Group Co., Ltd., financial director of Jilin Pharmaceutical Holding Co., Ltd., and currently serves as deputy director of Jilin Branch of Daxin Accounting Firm (Special General Partnership).

As of now, Mr. Zhang Zhongwei does not hold any shares in the company; he has no related relationship with shareholders, actual controllers, other directors and senior managers of the company who hold more than 5% of the company's shares; he has not been punished by the China Securities Regulatory Commission and other relevant departments or disciplinary actions by the stock exchange in the past three years; he has not been investigated by judicial authorities for suspected crimes or investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, but no clear conclusion has been made; he has not been punished by the China Securities Regulatory Commission in the past three years. The information disclosure platform for illegal and untrustworthy acts in the securities and futures markets has been publicized or the people's court has included them in the list of dishonest persons subject to enforcement; there are no circumstances that prohibit serving as company directors or senior managers as stipulated in the "Company Law", "Company Articles of Association" and "Shenzhen Stock Exchange Self-Discipline Supervision Guidelines for Listed Companies No. 1 - Standardized Operation of Main Board Listed Companies", and they meet the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents and the "Company Articles of Association".