Announcement of Resolutions of the Second Extraordinary General Meeting of Shareholders of Beijing Fuyuan Pharmaceutical Co., Ltd. in 2025
Securities code: 601089 Securities abbreviation: Fuyuan Pharmaceutical Announcement number: Lin 2025-077 Beijing Fuyuan Pharmaceutical Co., Ltd.
Announcement of Resolutions of the Second Extraordinary Shareholders Meeting in 2025
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.
Important content reminder:
Is there any veto resolution at this meeting: None
1. Meeting convening and attendance
(1) Time of the shareholders’ meeting: November 14, 2025
(2) The location of the general meeting of shareholders: Company Conference Room (No. 8, South Third Street, Miao County, Miao County Town, Tongzhou District, Beijing)
(3) Common shareholders attending the meeting and preference shareholders whose voting rights have been restored and their holdings:
Number of shareholders and agents attending the meeting 188
Total number of shares with voting rights held by shareholders attending the meeting (shares) 350,744,168
The number of voting shares held by shareholders attending the meeting accounts for the company’s voting shares.
Proportion of total number of copies (%) 74.9453 According to the relevant provisions of laws, regulations and normative documents on the repurchase of shares by listed companies, the shares in the special account for repurchase of listed companies do not have the right to vote at the shareholders’ meeting. Fuyuan Pharmaceutical’s current total share capital is 480,000 ,000 shares. As of the equity registration date of this shareholders' meeting, Fuyuan Pharmaceutical holds 12,000,000 repurchased shares through a special securities account for stock repurchase. Therefore, the total number of voting shares of Fuyuan Pharmaceutical is 468,000,000 shares.
(4) Whether the voting method complies with the provisions of the "Company Law" and "Articles of Association", the status of the meeting, etc. This shareholders' meeting was convened by the company's board of directors. The on-site meeting was chaired by Chairman Huang He. The meeting adopted a combination of on-site voting and online voting. The convening, holding and voting methods of the meeting complied with the provisions of the Company Law and relevant laws and regulations.
(5) Attendance of the company’s directors, supervisors and board secretary
The company has 8 current directors and 8 people present;
The company has 3 current supervisors and 3 persons present;
Zhang Lijin, secretary of the board of directors, attended the meeting; senior managers also attended the meeting.
2. Proposal review status
(1) Non-cumulative voting proposals
- Proposal Name: Proposal on the completion of the high-precision pharmaceutical industrialization construction project and the permanent replenishment of working capital with the remaining raised funds and the adjustment and extension of the R&D project
Review result: Passed
Voting status:
Shareholder Type Agree Objection Abstain
Number of votes Proportion (%) Number of votes Proportion of votes Number of votes Proportion (%) (%)
A shares 350,684,968 99.9831 54,700 0.0155 4,500 0.0014
- Proposal Name: Proposal on the Remuneration Plan for Directors of the Third Session of the Board of Directors
Review result: Passed
Voting status:
Shareholder Type Agree Objection Abstain
Number of votes Proportion (%) Number of votes Proportion Number of votes Proportion
(%) (%) A shares 5,793,100 99.0324 42,500 0.7265 14,100 0.2411
- Proposal name: Proposal on canceling the Board of Supervisors, adding seats to the Board of Directors, amending the Articles of Association and handling industrial and commercial change registration
Review result: Passed
Voting status:
Shareholder Type Agree Objection Abstain
Number of votes Proportion (%) Number of votes Proportion Number of votes Proportion
(%) (%) A shares 350,680,768 99.9819 53,900 0.0153 9,500 0.0028
4.00 Proposal name: Proposal on revising and formulating some corporate governance systems
4.01 Proposal Name: Amend the "Rules of Procedure of the Shareholders Meeting of Beijing Fuyuan Pharmaceutical Co., Ltd."
Review result: Passed
Voting status:
Shareholder Type Agree Objection Abstain
Number of votes Proportion (%) Number of votes Proportion Number of votes Proportion
(%) (%) A shares 348,672,968 99.4094 2,065,700 0.5889 5,500 0.0017
4.02 Proposal Name: Amend the "Rules of Procedure of the Board of Directors of Beijing Fuyuan Pharmaceutical Co., Ltd."
Review result: Passed
Voting status:
Shareholder Type Agree Objection Abstain
Number of votes Proportion (%) Number of votes Proportion Number of votes Proportion
(%) (%) A shares 348,672,968 99.4094 2,066,700 0.5892 4,500 0.0014
4.03 Proposal Name: Amend the "Related Transaction Management System of Beijing Fuyuan Pharmaceutical Co., Ltd."
Review result: Passed
Voting status:
Shareholder Type Agree Objection Abstain
Number of votes Proportion (%) Number of votes Proportion Number of votes Proportion
(%) (%) A shares 348,683,968 99.4126 2,055,700 0.5860 4,500 0.0014
4.04 Proposal Name: Revise the "Beijing Fuyuan Pharmaceutical Co., Ltd. Raised Funds Management System"
Review result: Passed
Voting status:
Shareholder Type Agree Objection Abstain
Number of votes Proportion (%) Number of votes Proportion Number of votes Proportion
(%) (%) A shares 348,683,968 99.4126 2,055,700 0.5860 4,500 0.0014 4.05 Proposal name: Amending the "Beijing Fuyuan Pharmaceutical Co., Ltd. Accounting Firm Selection System" Review result: Passed
Voting status:
Shareholder Type Agree Objection Abstain
Number of votes Proportion (%) Number of votes Proportion Number of votes Proportion
(%) (%) A shares 348,683,068 99.4123 2,055,600 0.5860 5,500 0.0017
4.06 Proposal Name: Revising the "Outside Investment Management System of Beijing Fuyuan Pharmaceutical Co., Ltd."
Review result: Passed
Voting status:
Shareholder Type Agree Objection Abstain
Number of votes Proportion (%) Number of votes Proportion Number of votes Proportion
(%) (%) A shares 348,686,268 99.4132 2,053,400 0.5854 4,500 0.0014
4.07 Proposal Name: Revising the "External Guarantee Management System of Beijing Fuyuan Pharmaceutical Co., Ltd."
Review result: Passed
Voting status:
Shareholder Type Agree Objection Abstain
Number of votes Proportion (%) Number of votes Proportion Number of votes Proportion
(%) (%)
A shares 348,682,668 99.4122 2,057,000 0.5864 4,500 0.0014
4.08 Proposal title: Formulate the "Remuneration and Regulations for Directors and Senior Management of Beijing Fuyuan Pharmaceutical Co., Ltd."
Assessment Management System》
Review result: Passed
Voting status:
Shareholder Type Agree Objection Abstain
Number of votes Proportion (%) Number of votes Proportion Number of votes Proportion
(%) (%)
A shares 350,697,368 99.9866 41,300 0.0117 5,500 0.0017
(2) Regarding major matters, the voting situation of shareholders below 5%
Motion Name of Motion Agree Objection Abstain
No. Number of votes Proportion (%) Number of votes Proportion (%) Number of votes Proportion (%) 1 About high-precision and advanced drugs 5,790 98.9879 54,70 0.9350 4,500 0.0771 product industrialization construction, 500 0
The project will be completed and
Surplus raised funds
permanent replenishment flow
Funding and R&D projects
Project adjustment and extension
motion
2 About the third session of directors 5,793 99.0324 42,50 0.7265 14,10 0.2411 Directors’ remuneration, 100 0 0
plan motion
3 Regarding the elimination of supervisors 5,786 98.9161 53,90 0.9214 9,500 0.1625 and the addition of the board of directors, 300 0
Seats, revised "Public
"Articles of Association" and handle
Industrial and commercial change registration
motion
(3) Explanation of relevant circumstances regarding voting on motions
Proposals 3, 4.01 and 4.02 of this meeting were passed by more than two-thirds of the total number of shares with voting rights present at the meeting.
For resolutions 1, 2, and 3 of this meeting, the votes of less than 5% of shareholders’ votes were counted separately.
Related shareholders Xinhecheng Holding Group Co., Ltd., Xinchang Qinjin Investment Co., Ltd., and Beijing Huakang Taifeng Technology Co., Ltd. have abstained from voting in Proposal 2 considered at this shareholders’ meeting.
3. Lawyer’s testimony
- The law firm witnessing this shareholders’ meeting: Zhejiang Tiance Law Firm
Lawyers: Zhou Jianfeng Tong Zhiyi
- Lawyer’s concluding comments:
To sum up, our lawyers believe that the convening and holding procedures of the company’s current shareholders’ meeting, the qualifications of the convener and attendees, and the voting procedures of the meeting are all in compliance with laws, administrative regulations and the Articles of Association; the voting results are legal and valid.
Announcement is hereby made.
Board of Directors of Beijing Fuyuan Pharmaceutical Co., Ltd.
November 15, 2025 Online announcement document
A certified legal opinion signed and stamped by the director of the law firm
Reporting documents
Shareholders' meeting resolution signed and confirmed by the attending directors and record-keeper and stamped with the seal of the board of directors