Announcement of Resolutions of the 26th Meeting of the 11th Board of Directors of Tonghua Dongbao
Securities code: 600867 Securities abbreviation: Tonghua Dongbao Announcement number: 2026-031
Tonghua Dongbao Pharmaceutical Co., Ltd.
Announcement of Resolutions of the 26th Meeting of the 11th Board of Directors
The company's board of directors and all directors guarantee that the contents of this announcement do not contain any false records, misleading statements or major omissions, and assume legal responsibility for the authenticity, accuracy and completeness of its contents.
1. Convening of board of directors meetings
The 26th meeting of the 11th Board of Directors of Tonghua Dongbao Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company" or "Tonghua Dongbao") was held by communication on June 1, 2026. The meeting notice was issued by email on May 27, 2026. There were 9 directors who were supposed to attend this meeting, and 9 directors actually attended the meeting. This meeting was presided over by Mr. Li Jiahong, the chairman of the board, and the company's senior managers attended the meeting. The meeting complied with the relevant provisions of the Company Law and the Articles of Association, and the resolutions made were legal and valid.
2. Review status of board of directors meeting
(1) The "Proposal on Amending the Articles of Association and its Annexes" was reviewed and approved;
Based on the actual situation of the company, the company plans to adjust the structure of the board of directors, no longer have the position of vice chairman, and revise the relevant provisions in the "Articles of Association" and its attachments. At the same time, the board of directors will request the shareholders' meeting to authorize the company's management to handle relevant industrial and commercial change registration, "Articles of Association" filing and other related matters.
1.01 "Proposal on Amending the Articles of Association"
Voting results: 9 votes in favor, 0 votes against, 0 abstentions
This proposal still needs to be submitted to the first extraordinary shareholders' meeting in 2026 for review.
1.02 "Proposal on Amending the Rules of Procedure for Shareholders' Meetings"
Voting results: 9 votes in favor, 0 votes against, 0 abstentions
This proposal still needs to be submitted to the first extraordinary shareholders' meeting in 2026 for review.
1.03 "Proposal on Amending the Rules of Procedure of the Board of Directors"
Voting results: 9 votes in favor, 0 votes against, 0 abstentions
This proposal still needs to be submitted to the first extraordinary shareholders' meeting in 2026 for review.
For details, please refer to the "Tonghua Dongbao Announcement on Amending the Articles of Association and its Annexes" disclosed by the company on June 2, 2026 in China Securities Journal, Shanghai Securities News and the Shanghai Stock Exchange website (www.sse.com.cn) and the "Company Articles of Association", "Rules of Procedure for Shareholders' Meetings" and "Rules of Procedure for Board of Directors" disclosed on the website of Shanghai Stock Exchange (www.sse.com.cn).
(2) The "Proposal on the Reelection of the Board of Directors and the Election of Non-Independent Directors of the Twelfth Board of Directors" was reviewed and approved;
The term of the eleventh board of directors of the company is about to expire. In accordance with the relevant provisions of the Company Law, Shanghai Stock Exchange Stock Listing Rules and other laws, regulations and normative documents and the Articles of Association, combined with the needs of the company's business development, and upon nomination by the nomination committee of the eleventh board of directors of the company, and on the recommendation of shareholders, Mr. Li Jiahong, Mr. Wang Xiaodong, Mr. Zhang Wenhai, Mr. Wang Wei and Mr. Zeng Jianchun are now nominated as non-independent director candidates for the company's twelfth session of the board of directors, with a term starting from 2026. Three years from the date of review and approval by the first extraordinary shareholders' meeting of the year.
For details, please refer to the "Tonghua Dongbao Announcement on the General Election of the Board of Directors" disclosed by the company in the China Securities Journal, Shanghai Securities News and the Shanghai Stock Exchange website (www.sse.com.cn) on June 2, 2026. Voting results: 9 votes in favor, 0 votes against, 0 abstentions
This proposal has been reviewed and approved by the Nomination Committee of the Company’s Board of Directors.
This proposal still needs to be submitted to the first extraordinary shareholders' meeting in 2026 for review.
(3) The "Proposal on the Reelection of the Board of Directors and the Election of Independent Directors of the Twelfth Board of Directors" was reviewed and approved;
The term of the 11th Board of Directors of the company is about to expire. In accordance with the relevant provisions of the Company Law, the Stock Listing Rules of the Shanghai Stock Exchange and other laws, regulations and normative documents as well as the Articles of Association, upon nomination by the Nomination Committee of the 11th Board of Directors of the Company and the recommendation of the shareholder unit, Ms. Xu Dai, Ms. Xu Li and Mr. Song Lianyong are now nominated as candidates for independent directors of the 12th Board of Directors of the Company, with a term of three years from the date of review and approval by the company's first extraordinary shareholders' meeting in 2026.
The qualifications of the independent director candidates have been reviewed and approved by the Shanghai Stock Exchange without objection.
For details, please refer to the "Tonghua Dongbao Announcement on the General Election of the Board of Directors" disclosed by the company in the China Securities Journal, Shanghai Securities News and the Shanghai Stock Exchange website (www.sse.com.cn) on June 2, 2026. Voting results: 9 votes in favor, 0 votes against, 0 abstentions
This proposal has been reviewed and approved by the Nomination Committee of the Company’s Board of Directors.
This proposal still needs to be submitted to the first extraordinary shareholders' meeting in 2026 for review.
(4) The "Company's Proposal on Convening the First Extraordinary Shareholders' Meeting in 2026" was reviewed and approved. For details, please refer to the "Tonghua Dongbao Notice on Convening the First Extraordinary Shareholders Meeting of 2026" disclosed by the company on June 2, 2026 in the China Securities Journal, Shanghai Securities News and the Shanghai Stock Exchange website (www.sse.com.cn).
Voting results: 9 votes in favor, 0 votes against, 0 abstentions
Announcement is hereby made.
Board of Directors of Tonghua Dongbao Pharmaceutical Co., Ltd.
June 2, 2026