Announcement of Resolutions of the 22nd Meeting of the Fourth Board of Directors of Fujian Aonong Biotechnology Group Co., Ltd.
Securities code: 603363 Securities abbreviation: Aonong Biotechnology Announcement number: 2026-012
Fujian Aonong Biotechnology Group Co., Ltd.
Announcement of Resolutions of the 22nd Meeting of the Fourth 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 22nd meeting of the fourth board of directors of Fujian Aonong Biotechnology Group Co., Ltd. (hereinafter referred to as the "Company") was held in the form of a communication meeting on March 5, 2026. The meeting notice and materials were sent out on March 5, 2026 by personal delivery, email, SMS or instant messaging tools. This meeting was convened and chaired by Chairman Mr. Su Mingcheng. Nine directors were supposed to be present at the meeting, and actually nine directors were present (9 of whom attended the meeting by voting by communication). Some of the company's senior managers also attended the meeting. The convening, holding and voting procedures of this meeting complied with the relevant provisions of the "Company Law of the People's Republic of China" and the "Articles of Association", and the resolutions formed at the meeting were legal and valid.
2. Review status of board of directors meeting
(1) Consideration and approval of the “Proposal on Exempting the Notice Period for this Board of Directors”
Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.
After voting by the directors present at the meeting, the proposal was reviewed and approved and the board of directors agreed to be exempted from the notice period.
(2) Consideration and approval of the “Proposal on the 2026 Restricted Stock Incentive Plan (Draft) of Fujian Aonong Biotechnology Group Co., Ltd.” and its summary
Voting results: 8 votes in favor, 0 votes against, and 0 abstentions.
In order to further establish and improve the company's long-term incentive mechanism, attract and retain outstanding talents, fully mobilize the enthusiasm of the company's directors, senior managers, middle managers and core personnel, effectively combine the interests of shareholders, the company's interests and the core team's personal interests, so that all parties can jointly pay attention to the company's long-term development, the company agrees to implement the 2026 Restricted Stock Incentive Plan, and agrees to the "2026 Restricted Stock Incentive Plan (Draft)" and its summary formulated by the company.
The company's director Su Mingcheng is the target of this incentive and abstains from voting on this proposal.
For details, please refer to the "2026 Restricted Stock Incentive Plan (Draft)" and the "2026 Restricted Stock Incentive Plan (Draft) Summary Announcement" (announcement number: 2026-013) disclosed by the company on the Shanghai Stock Exchange website (www.sse.com.cn) on the same day.
This proposal still needs to be submitted to the company's shareholders' meeting for review.
(3) Consideration and approval of the "Proposal on the Implementation Assessment and Management Measures for the 2026 Restricted Stock Incentive Plan of Fujian Aonong Biotechnology Group Co., Ltd."
Voting results: 8 votes in favor, 0 votes against, and 0 abstentions.
In order to ensure the smooth implementation of the company's 2026 Restricted Stock Incentive Plan, encourage the company's directors, senior managers, middle managers and core key personnel to work honestly and diligently, and ensure the realization of the company's development strategy and business goals, the company agrees to the "2026 Restricted Stock Incentive Plan Implementation Assessment and Management Measures" formulated by the company.
The company's director Su Mingcheng is the target of this incentive and abstains from voting on this proposal.
For details, please refer to the "2026 Restricted Stock Incentive Plan Implementation Assessment and Management Measures" disclosed by the company on the Shanghai Stock Exchange website (www.sse.com.cn) on the same day.
This proposal still needs to be submitted to the company's shareholders' meeting for review.
(4) Consideration and approval of the “Proposal on Requesting the Shareholders’ Meeting to Authorize the Board of Directors to Handle Matters Related to the 2026 Restricted Stock Incentive Plan”
Voting results: 8 votes in favor, 0 votes against, and 0 abstentions.
In order to ensure the smooth implementation of the company's 2026 restricted stock incentive plan, the board of directors requested the shareholders' meeting to authorize the board of directors to handle matters related to the implementation of the 2026 restricted stock incentive plan. The specific authorization is as follows:
- Request the shareholders' meeting to authorize the board of directors to be responsible for the following matters regarding the specific implementation of the restricted stock incentive plan:
(1) Authorize the board of directors to confirm the qualifications and conditions of the incentive targets to participate in the restricted stock incentive plan, and determine the grant date of the restricted stock incentive plan;
(2) Authorize the board of directors to make corresponding adjustments to the number of grants and repurchases of restricted shares in accordance with the methods stipulated in the restricted stock incentive plan when the company has issues such as converting capital reserves into equity, distributing stock dividends, stock splits or reductions, or allotments;
(3) Authorize the board of directors to make corresponding adjustments to the restricted stock grant price and repurchase price in accordance with the methods stipulated in the restricted stock incentive plan when the company has issues such as converting capital reserves into equity, distributing stock dividends, stock splits or reductions, allotments, dividends, etc.;
(4) The board of directors is authorized to authorize the board of directors to make corresponding adjustments to the number of grants if the incentive object resigns from the date of announcement of the draft restricted stock incentive plan to the grant date determined by the board of directors, expressly gives up all or part of the restricted stocks to be granted, or loses the incentive qualifications.
(5) Authorize the board of directors to grant restricted stocks to the incentive recipients when the incentive recipients meet the conditions and handle all matters necessary for the grant of restricted stocks, including but not limited to signing a restricted stock grant agreement with the incentive recipients, submitting a grant application to the stock exchange, and applying to the securities registration and clearing agency for relevant registration and settlement business, etc.;
(6) Authorize the board of directors to review and confirm the incentive objects’ qualifications for lifting sales restrictions, conditions for lifting sales restrictions, and the quantity for lifting sales restrictions, and agree that the board of directors will grant this right to the remuneration and assessment committee of the board of directors for exercise; (7) Authorize the board of directors to decide whether the incentive objects can be lifted from sales restrictions;
(8) Authorize the board of directors to handle all matters necessary for the lifting of sales restrictions for incentive targets, including but not limited to filing applications to the stock exchange for lifting sales restrictions, applying to securities registration and clearing institutions for relevant registration and settlement business, etc.;
(9) Authorize the board of directors to repurchase and cancel the corresponding restricted stocks from the incentive recipients and handle all matters necessary for the repurchase and cancellation of restricted stocks when circumstances listed in this incentive plan arise that require the repurchase and cancellation of restricted stocks, including but not limited to applying to the stock exchange for relevant procedures for share repurchase and cancellation, and applying to the securities registration and clearing agency for relevant registration and settlement business, etc.;
(10) Authorize the board of directors to handle changes and terminations of the restricted stock incentive plan in accordance with the provisions of this restricted stock incentive plan, including but not limited to canceling the qualification of the incentive target to lift the restriction, repurchasing and canceling the restricted stock of the incentive target that has not been lifted, handling the inheritance of the deceased incentive target’s restricted stock that has not been lifted, terminating the company’s restricted stock incentive plan, etc.;
(11) Authorize the board of directors to manage and adjust the restricted stock incentive plan, and formulate or modify the management and implementation regulations of the plan from time to time on the premise that it is consistent with the terms of this equity incentive plan. However, if laws, regulations or relevant regulatory agencies require such modifications to be approved by the shareholders' meeting or/and relevant regulatory agencies, such modifications by the board of directors must be approved accordingly;
(12) Authorize the board of directors to handle the above-mentioned matters regarding the reserved rights and interests of the restricted stock incentive plan, including but not limited to matters such as determining the incentive objects, grant date, grant quantity, grant price, and grant of rights and interests.
(13) Authorize the board of directors to carry out other necessary matters required for the implementation of this restricted stock incentive plan, except for the rights clearly stipulated in the relevant documents that need to be exercised by the shareholders' meeting.
Request the shareholders' meeting to authorize the board of directors to go through the approval, registration, filing, approval, consent and other procedures with relevant governments and institutions regarding this equity incentive plan; sign, execute, modify and complete documents submitted to relevant governments, institutions, organizations and individuals; amend the company's articles of association, register changes in the company's registered capital; and perform all actions it deems necessary, appropriate or appropriate in connection with this incentive plan.
Request approval from the company’s shareholders’ meeting that the authorization period for the board of directors be consistent with the validity period of this equity incentive plan.
Except for matters that are clearly stipulated in laws, administrative regulations, China Securities Regulatory Commission rules, normative documents, this incentive plan or the company's articles of association and require resolution by the board of directors, other matters may be directly exercised by the chairman of the board of directors or the appropriate person authorized by him on behalf of the board of directors.
The company's director Su Mingcheng is the target of this incentive and abstains from voting on this proposal.
This proposal still needs to be submitted to the company's shareholders' meeting for review.
(5) The voting results of the "Proposal to Convene the First Extraordinary Shareholders' Meeting in 2026" were reviewed and approved: 9 votes in favor, 0 votes against, and 0 abstentions.
It is agreed that the company will convene the first extraordinary shareholders' meeting in 2026 on a date to review the proposals that the board of directors needs to submit to the shareholders' meeting for consideration. The time, location and other specific matters of the meeting will be notified later.
Announcement is hereby made.
Board of Directors of Fujian Aonong Biotechnology Group Co., Ltd.
March 6, 2026