Chengda Pharmaceutical: Announcement of Resolutions of the First Meeting of the Sixth Board of Directors
Securities code: 301201 Securities abbreviation: Chengda Pharmaceutical Announcement number: 2025-045
Chengda Pharmaceutical Co., Ltd.
Announcement of Resolutions of the First 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 that there are no false records, misleading statements or major omissions.
1. Convening of board of directors meetings
The first meeting of the sixth board of directors of Chengda Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") was held on November 12, 2025 in the company's conference room via on-site and communication methods. According to the Articles of Association
Paragraph 2 of Article 118 stipulates that “In the event of an emergency and it is necessary to convene an extraordinary meeting of the board of directors as soon as possible, the meeting notice may be issued orally or by telephone at any time, but the convener shall make an explanation.” The notice of this meeting has been issued orally and by telephone on November 12, 2025. The convener of the meeting made a full explanation of the special circumstances of this meeting before the meeting, and obtained the unanimous consent of all directors. This meeting was supposed to be attended by 9 directors, and 9 directors actually attended. Among them, director Ms. Lu Jin attended the meeting by communication, and the company's senior managers attended the meeting. This meeting was chaired by Ms. Ge Jianli, the director recommended by more than half of the directors.
The convening and holding of this meeting complied with the provisions of relevant laws, administrative regulations, departmental rules and the Articles of Association, and the resolutions formed were legal and valid.
2. Review status of board of directors meeting
After discussion by all directors, the meeting reached the following resolution:
(1) Consideration and approval of the "Proposal on the Election of the Chairman of the Sixth Board of Directors and Directors who will represent the company in executing corporate affairs"
After deliberation by all directors, it was agreed to elect Ms. Ge Jianli as the company's chairman and director representing the company's executive affairs, with a term of three years, starting from the date of approval at this meeting until the expiration of the term of the current board of directors.
For details, please refer to the "Announcement on the Completion of the General Election of the Board of Directors and the Appointment of Senior Management and Securities Affairs Representatives" (announcement number: 2025-046) disclosed by the company on the cninfo.com (http://www.cninfo.com.cn) on the same day.
Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.
(2) Consideration and approval of the “Proposal on the Election of Members of the Special Committee of the Sixth Session of the Board of Directors”
The company has completed the reelection of the board of directors. According to the provisions of the "Articles of Association" and the working rules of each special committee, the company's sixth board of directors has four special committees: Strategy Committee, Nomination Committee, Remuneration and Assessment Committee, and Audit Committee. The members of each special committee are as follows:
The Strategy Committee has three members, including Ms. Ge Jianli (convener), Mr. Lu Gang, and Ms. Lu Jin; the Audit Committee has three members, including Mr. Zhou Junming (convener), Mr. Hu Yongzhou, and Mr. Jiang Lin; the Nomination Committee has three members, including Mr. Hu Yongzhou (convener), Mr. Jiang Lin, and Ms. Ge Jianli; and the Remuneration and Appraisal Committee has three members, including Mr. Jiang Lin (convener), Mr. Zhou Junming, and Mr. Lu Gang.
The term of office of the members of each special committee shall commence from the date of review and approval by the current Board of Directors until the expiration of the current Board of Directors.
For details, please refer to the "Announcement on the Completion of the General Election of the Board of Directors and the Appointment of Senior Management and Securities Affairs Representatives" (announcement number: 2025-046) disclosed by the company on the cninfo.com (http://www.cninfo.com.cn) on the same day.
Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.
(3) Review and approve the “Proposal on the Appointment of Senior Management Personnel” item by item
Upon nomination by the chairman of the board, the board of directors agreed to appoint Mr. Lu Gang as general manager and Ms. Yang Xiaojing as secretary of the board of directors, with a term of three years, starting from the date of approval at this board meeting until the expiration of the term of the current board of directors. Ms. Yang Xiaojing has obtained the board secretary qualification certificate issued by the Shenzhen Stock Exchange.
Upon nomination by the general manager, the board of directors agreed to appoint Mr. Peng Zhiyong, Mr. Huang Honglin, Ms. Lu Jin, Ms. Yang Xiaojing, Mr. Hu Bao, and Ms. Zhao Minwei as deputy general managers, and Mr. Fei Chao as the chief financial officer (financial person in charge) for a term of three years, starting from the date of approval at this board meeting until the expiration of the current term of the board of directors. The specific voting results are as follows:
3.01 "Proposal on the Appointment of the Company's General Manager"
Voting results: 9 votes in favor, 0 votes against, 0 abstentions
3.02 "Proposal on Appointment of Deputy General Manager of the Company"
Voting results: 9 votes in favor, 0 votes against, 0 abstentions
3.03 "Proposal on the Appointment of the Company's Financial Director"
Voting results: 9 votes in favor, 0 votes against, 0 abstentions
3.04 "Proposal on Appointment of Secretary to the Company's Board of Directors"
Voting results: 9 votes in favor, 0 votes against, 0 abstentions
Proposals 3.01, 3.02, and 3.04 have been reviewed and approved by the Nomination Committee of the Board of Directors, and Proposal 3.03 has been reviewed and approved by the Nomination Committee and Audit Committee of the Board of Directors.
For details, please refer to the "Announcement on the Completion of the General Election of the Board of Directors and the Appointment of Senior Management and Securities Affairs Representatives" (announcement number: 2025-046) disclosed by the company on the cninfo.com (http://www.cninfo.com.cn) on the same day.
Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.
(4) Consideration and approval of the “Proposal on the Appointment of Securities Affairs Representatives”
After deliberation, the board of directors believes that Mr. Wu Zhongjie has the ability to serve as the company's securities affairs representative and can assist the board secretary in his work, and agrees to appoint him as the company's securities affairs representative for a term of three years, starting from the date of review and approval by the board of directors and ending when the term of the current board of directors expires. Mr. Wu Zhongjie has obtained the board secretary qualification certificate issued by the Shenzhen Stock Exchange.
For details, please refer to the "Announcement on the Completion of the General Election of the Board of Directors and the Appointment of Senior Management and Securities Affairs Representatives" (announcement number: 2025-046) disclosed by the company on the cninfo.com (http://www.cninfo.com.cn) on the same day.
Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.
3. Documents for reference
Resolution of the first meeting of the sixth board of directors;
Resolution of the first meeting of the Nomination Committee of the Sixth Board of Directors in 2025;
Resolution of the first meeting of the Audit Committee of the Sixth Board of Directors in 2025.
Announcement is hereby made.
Board of Directors of Chengda Pharmaceutical Co., Ltd. November 12, 2025