/Announcement of Resolutions of the 10th Meeting of the Second Board of Directors of Xiaofang Pharmaceutical
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Announcement of Resolutions of the 10th Meeting of the Second Board of Directors of Xiaofang Pharmaceutical

Shanghai Stock Exchange
2026/04/28

Securities code: 603207 Securities abbreviation: Xiaofang Pharmaceutical Announcement number: 2026-010 Shanghai Xiaofang Pharmaceutical Co., Ltd.

Announcement of Resolutions of the 10th Meeting of the Second 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 10th meeting of the second board of directors of Shanghai Xiaofang Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") was held in the company's conference room on April 24, 2026 through a combination of on-site and communication methods. The meeting notice was delivered by email on April 14, 2026. This meeting was presided over by Mr. Fang Zhiguang, the chairman of the board. 9 directors were supposed to be present, but actually 9 were present. The company's senior management also attended the meeting. The convening, convening and voting procedures of this board meeting comply with the provisions of the Company Law of the People's Republic of China and other relevant laws and regulations and the Articles of Association.

2. Review status of board of directors meeting

(1) Consideration and adoption of the “Proposal on the General Manager’s Work Report for 2025”

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

(2) Consider and approve the “Proposal on the Work Report of the Board of Directors for 2025”

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

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

(3) Consider and approve the "Proposal on the Duty Performance Report of the Audit Committee of the Board of Directors in 2025"

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

For details, please refer to the "Duty Performance Report of the Audit Committee of the Board of Directors of Shanghai Xiaofang Pharmaceutical Co., Ltd. for 2025" disclosed by the company on the website of the Shanghai Stock Exchange.

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

(4) Voting results for reviewing and approving the "Proposal on the 2025 Financial Final Account Report and the 2026 Financial Budget Report": 9 votes in favor, 0 votes against, and 0 abstentions.

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

(5) Consideration and adoption of the “Proposal on the 2025 Annual Report and its Summary”

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

For details, please refer to the "2025 Annual Report of Shanghai Xiaofang Pharmaceutical Co., Ltd." and "Summary of the 2025 Annual Report of Shanghai Xiaofang Pharmaceutical Co., Ltd." disclosed by the company on the website of the Shanghai Stock Exchange.

This proposal has been reviewed and approved by the Audit Committee of the Board of Directors and still needs to be submitted to the shareholders' meeting for review.

(6) Voting results for reviewing and approving the "Proposal on the Special Report on the Storage and Use of Funds Raised in 2025": 9 votes in favor, 0 votes against, and 0 abstentions.

For details, please refer to the "Special Report of Shanghai Xiaofang Pharmaceutical Co., Ltd. on the Storage and Use of Raised Funds in 2025" disclosed by the company on the website of the Shanghai Stock Exchange.

(7) Consider and adopt the “Proposal on the Internal Control Evaluation Report for 2025”

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

For details, please refer to the "2025 Internal Control Evaluation Report of Shanghai Xiaofang Pharmaceutical Co., Ltd." disclosed by the company on the website of the Shanghai Stock Exchange.

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

(8) Consider and approve the "Proposal on the Annual Profit Distribution Plan for 2025"

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

For details, please refer to the "Announcement of Shanghai Xiaofang Pharmaceutical Co., Ltd. on the 2025 Annual Profit Distribution Plan" disclosed by the company on the website of the Shanghai Stock Exchange.

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

(9) Consideration and approval of the “Proposal on Requesting the Shareholders’ Meeting to Authorize the Board of Directors to Determine the Company’s Interim Profit Distribution Plan for 2026”

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

According to the "Regulatory Guidelines for Listed Companies No. 3 - Cash Dividends of Listed Companies" and other regulations that encourage listed companies to increase the frequency of cash dividends subject to the conditions of profit distribution, in order to improve investor returns, the shareholders' meeting is requested to authorize the company's board of directors to formulate and implement a mid-term cash dividend plan for 2026 under the condition that the conditions for cash dividends in the "Articles of Association" are met. This proposal still needs to be submitted to the shareholders' meeting for review.

(10) Consideration and approval of the "Proposal on Renewal of the Audit Institution for 2026"

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

For details, please refer to the "Announcement of Shanghai Xiaofang Pharmaceutical Co., Ltd. on the Re-appointment of the Audit Agency for 2026" disclosed by the company on the website of the Shanghai Stock Exchange.

This proposal has been reviewed and approved by the Audit Committee of the Board of Directors and still needs to be submitted to the shareholders' meeting for review.

(11) Consideration and approval of the “Proposal on Directors’ Remuneration for 2026”

Voting situation: In view that this proposal involves the remuneration of all directors, based on the principle of prudence, all directors abstained from voting and agreed to submit this proposal directly to the company's shareholders' meeting for review.

This proposal has been reviewed by the Remuneration and Assessment Committee of the Board of Directors, and all members abstained from voting.

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

(12) Consideration and approval of the “Proposal on the Remuneration of Senior Management Personnel in 2026”

Voting results: 5 votes in favor, 0 votes against, and 0 abstentions. Related directors Fang Zhiguang, Lu Aiping, Fang Jing'an and Luo Xiaoxu abstained from voting.

This proposal has been reviewed and approved by the Remuneration and Assessment Committee of the Board of Directors, and associated member Fang Zhiguang abstained from voting.

(13) Consideration and approval of the "Proposal on Requesting the Shareholders' Meeting to Authorize the Board of Directors to Have Full Power to Handle the Issuance of Stocks to Specific Objects through Simple Procedures"

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

For details, please refer to the "Announcement of Shanghai Xiaofang Pharmaceutical Co., Ltd. on requesting the shareholders' meeting to authorize the board of directors to handle the issuance of shares to specific objects through simplified procedures" disclosed by the company on the website of the Shanghai Stock Exchange. This proposal still needs to be submitted to the shareholders' meeting for review.

(14) Deliberating and approving the "Proposal on Developing the Remuneration Management System for Directors and Senior Management Personnel"

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

For details, please refer to the "Remuneration Management System for Directors and Senior Management of Shanghai Xiaofang Pharmaceutical Co., Ltd." disclosed by the company on the website of the Shanghai Stock Exchange.

This proposal has been reviewed and approved by the Remuneration and Appraisal Committee of the Board of Directors and still needs to be submitted to the shareholders' meeting for review.

(15) Consideration and approval of the "Proposal on the First Grant of the 2025 Restricted Stock Incentive Plan to Release the First Restriction Period and Release the Restriction Conditions"

The voting status of the motion: 9 votes in favor, 0 votes against, and 0 abstentions.

For details, please refer to the "Announcement on the Achievement of the First Grant of the Company's 2025 Restricted Stock Incentive Plan to Lift the Restriction Period and Release the Restriction Conditions" disclosed by the company on the Shanghai Stock Exchange website (www.sse.com.cn) and designated media.

This proposal has been reviewed and approved by all members of the Remuneration and Appraisal Committee of the Company’s Board of Directors.

(16) Consideration and adoption of the “Proposal on the Repurchase and Cancellation of Certain Restricted Stocks”

The voting status of the motion: 9 votes in favor, 0 votes against, and 0 abstentions.

For details, please refer to the "Announcement on the Repurchase and Cancellation of Part of the Restricted Stocks of the 2025 Restricted Stock Incentive Plan" disclosed by the company on the Shanghai Stock Exchange website (www.sse.com.cn) and designated media on the same day.

(17) Consideration and adoption of the "Proposal on the First Quarterly Report of 2026"

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

For details, please refer to the "Shanghai Xiaofang Pharmaceutical Co., Ltd. First Quarterly Report of 2026" disclosed by the company on the website of the Shanghai Stock Exchange.

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

(15) Consider and adopt the "Proposal on Convening the 2025 Annual Shareholders' Meeting".

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

For details, please refer to the "Notice on Convening the 2025 Annual Shareholders Meeting" disclosed by the company on the website of the Shanghai Stock Exchange.

Announcement is hereby made.

Board of Directors of Shanghai Xiaofang Pharmaceutical Co., Ltd.

April 28, 2026