Announcement of Resolutions of the 17th Meeting of the 4th Board of Directors of Guizhou Sanli Pharmaceutical Co., Ltd.
Securities code: 603439 Securities abbreviation: Guizhou Sanli Announcement number: 2025-061 Guizhou Sanli Pharmaceutical Co., Ltd.
Announcement of Resolutions of the 17th 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
On November 27, 2025, the 17th meeting of the fourth board of directors of Guizhou Sanli Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") was held in the company's conference room through on-site and communication voting. The meeting notice and materials for this meeting will be sent to all participants in writing and by communication on November 20, 2025. 9 directors should be present at this meeting, but 9 directors were actually present. This meeting was convened and chaired by Mr. Zhang Hai, the chairman of the board. There were no attendees at this meeting. The meeting was held in compliance with relevant laws, administrative regulations, departmental rules, normative documents and the Articles of Association, and the resolutions of the meeting were legal and valid.
2. Review status of board of directors meeting
The meeting reviewed and approved the following proposals by registered vote:
(1) Consideration and approval of the "Proposal on Cancellation of the Supervisory Board, Change of Registered Capital and Business Scope, and Amendment of the Articles of Association"
In accordance with the provisions of laws, regulations and normative documents such as the Company Law of the People's Republic of China, Guidelines on the Articles of Association of Listed Companies, and Stock Listing Rules of the Shanghai Stock Exchange, combined with the actual situation of the company, the company plans to adjust its governance structure and no longer have a board of supervisors. The powers of the board of supervisors will be vested in the directors. The Audit Committee of the Board of Directors exercised its authority, and the "Rules of Procedure of the Board of Supervisors" were accordingly abolished; according to the needs of the company's business development, the company plans to change its business scope to: "production and sales of capsules, sprays, and granules (including extraction of traditional Chinese medicine); production and sales of health food; traditional Chinese medicine technology "Consulting Services"; the company plans to make corresponding revisions to the "Articles of Association" in accordance with relevant regulations. Since the scope of this revision is relatively broad, it is not listed item by item. For details, please refer to the company's disclosure on the Shanghai Stock Exchange website (www.sse.com.cn) and designated media on the same day. The "Articles of Association of Guizhou Sanli Pharmaceutical Co., Ltd." and the "Announcement of Guizhou Sanli Pharmaceutical Co., Ltd. on canceling the board of supervisors, changing the registered capital and business scope, amending the Articles of Association, and formulating and revising some systems" (announcement number: 2025-063).
At the same time, the company's general meeting of shareholders is requested to authorize the company's management to handle the industrial and commercial change registration, filing and other related matters involved in this revision of the "Articles of Association", as well as modify and supplement the provisions of the "Articles of Association" in accordance with the requirements of the industrial and commercial authorities. Before the company's general meeting of shareholders reviews and approves the relevant proposals for amending the "Articles of Association", the company's supervisors still need to perform their duties as supervisors.
Voting results: 9 votes in favor, 0 votes to avoid, 0 votes against, 0 abstentions, voting result: passed. This proposal still needs to be reviewed by the company's shareholders' meeting.
(2) Consideration and approval of the "Proposal on Changing the Short Name of the Company's Securities"
In order to comply with the company's strategic development needs, make the securities abbreviation more clearly and intuitively reflect the company's main business, and strengthen the corporate brand image, the company plans to change the securities abbreviation from "Guizhou Sanli" to "Sanli Pharmaceutical". The company's full name and stock code remain unchanged. This change of securities short name does not need to be submitted to the company's shareholders' meeting for review. It still needs to be applied to the Shanghai Stock Exchange and processed by the Shanghai Stock Exchange before it can be implemented.
For details, please refer to the "Announcement of Guizhou Sanli Pharmaceutical Co., Ltd. on the proposed change of the company's securities short name" (announcement number: 2025-064) disclosed by the company on the Shanghai Stock Exchange website (www.sse.com.cn) and designated media on the same day.
Voting results: 9 votes in favor, 0 votes to avoid, 0 votes against, 0 abstentions, voting result: passed.
(3) Consideration and approval of the "Proposal on Developing and Revising Part of the Company's Governance System"
In accordance with the provisions of relevant laws and regulations such as the "Company Law of the People's Republic of China", "Guidelines on the Articles of Association of Listed Companies", "Rules of Shareholders' Meetings of Listed Companies" and "Measures for the Administration of Information Disclosure of Listed Companies", in order to further improve the company's standardized operation level and improve the corporate governance structure, the company has comprehensively sorted out the existing relevant laws and regulations. Regarding the governance system, based on the actual situation of the company, it is planned to merge the original "Independent Director Annual Report Work System" into the "Independent Director Work System", and the original "Annual Report Information Disclosure Responsibility System for Major Errors" into the "Information Disclosure Management System", revise some of the company's systems, and formulate some systems. The specific formulation and revision system is as follows:
3.01 "Proposal on Amending the Rules of Procedure for Shareholders' Meetings"
Voting results: 9 votes in favor, 0 votes to avoid, 0 votes against, 0 abstentions, voting result: passed. This proposal still needs to be reviewed by the company's shareholders' meeting.
3.02 "Proposal on Amending the Rules of Procedure of the Board of Directors"
Voting results: 9 votes in favor, 0 votes to avoid, 0 votes against, 0 abstentions, voting result: passed. This proposal still needs to be reviewed by the company's shareholders' meeting.
3.03 "Proposal on Amending the Commitment Management System"
Voting results: 9 votes in favor, 0 votes to avoid, 0 votes against, 0 abstentions, voting result: passed.
This proposal still needs to be reviewed by the company's shareholders' meeting.
3.04 "Proposal on Amending the "External Guarantee Management System""
Voting results: 9 votes in favor, 0 votes to avoid, 0 votes against, 0 abstentions, voting result: passed. This proposal still needs to be reviewed by the company's shareholders' meeting.
3.05 "Proposal on Amending the "Foreign Investment and Financing Management System"
Voting results: 9 votes in favor, 0 votes to avoid, 0 votes against, 0 abstentions, voting result: passed. This proposal still needs to be reviewed by the company's shareholders' meeting.
3.06 "Proposal on Amending the Related Party Transaction Management System"
Voting results: 9 votes in favor, 0 votes to avoid, 0 votes against, 0 abstentions, voting result: passed. This proposal still needs to be reviewed by the company's shareholders' meeting.
3.07 "Proposal on Amending the "Raised Funds Management System""
Voting results: 9 votes in favor, 0 votes to avoid, 0 votes against, 0 abstentions, voting result: passed. This proposal still needs to be reviewed by the company's shareholders' meeting.
3.08 "Proposal on Amending the Profit Distribution Management System"
Voting results: 9 votes in favor, 0 votes to avoid, 0 votes against, 0 abstentions, voting result: passed. This proposal still needs to be reviewed by the company's shareholders' meeting.
3.09 "Proposal on Amending the "Information Disclosure Management System""
Voting results: 9 votes in favor, 0 votes to avoid, 0 votes against, 0 abstentions, voting result: passed. This proposal still needs to be reviewed by the company's shareholders' meeting.
3.10 "Proposal on Amending the "Working System of Independent Directors""
Voting results: 9 votes in favor, 0 votes to avoid, 0 votes against, 0 abstentions, voting result: passed. This proposal still needs to be reviewed by the company's shareholders' meeting.
3.11 "Proposal on Amending the System for Preventing the Occupation of Funds by Controlling Shareholders, Actual Controllers and Their Related Parties"
Voting results: 9 votes in favor, 0 votes to avoid, 0 votes against, 0 abstentions, voting result: passed. This proposal still needs to be reviewed by the company's shareholders' meeting.
3.12 "Proposal on Amending the "Accounting Firm Selection and Recruitment System""
Voting results: 9 votes in favor, 0 votes to avoid, 0 votes against, 0 abstentions, voting result: passed. This proposal has been reviewed and approved at the 11th meeting of the Audit Committee of the fourth session of the Board of Directors, and still needs to be reviewed by the company's shareholders' meeting.
3.13 "Proposal on Amending the "Internal Audit System""
This proposal has been reviewed and approved at the 11th meeting of the Audit Committee of the 4th Board of Directors.
Voting results: 9 votes in favor, 0 votes to avoid, 0 votes against, 0 abstentions, voting result: passed. 3.14 "Proposal on Formulating the "Remuneration Management System for Directors and Senior Management Personnel"
Voting results: 9 votes in favor, 0 votes to avoid, 0 votes against, 0 abstentions, voting result: passed.
This proposal has been reviewed and approved at the sixth meeting of the Remuneration and Appraisal Committee of the fourth board of directors and still needs to be reviewed by the company's shareholders' meeting.
For details of the proposal, please refer to the relevant systems disclosed by the company on the Shanghai Stock Exchange website (www.sse.com.cn) and designated media on the same day and the "Announcement of Guizhou Sanli Pharmaceutical Co., Ltd. on canceling the board of supervisors, changing the registered capital and business scope, amending the Articles of Association, and formulating and revising some systems" (Announcement No.: 2025-063).
(4) Consideration and approval of the “Proposal on the Repurchase and Cancellation of Certain Restricted Stocks”
Mr. Tang Jianfeng, the incentive object in the company's 2024 restricted stock incentive plan (hereinafter referred to as the "Incentive Plan" or the "Incentive Plan"), is no longer eligible for incentives due to his resignation. The company plans to repurchase a total of 200,000 restricted shares held by him that have been granted but have not been unlocked. According to the authorization of the company's second extraordinary general meeting of shareholders in 2024, the company will repurchase and cancel the restricted stocks that have been granted to some incentive targets of the 2024 restricted stock incentive plan but have not yet been released from sales restrictions. The repurchase and cancellation of some restricted stocks is in compliance with relevant regulations such as laws, administrative regulations, departmental rules, normative documents, Articles of Association and this equity incentive plan.
The repurchase and cancellation of some restricted stocks will not have a substantial impact on the company's financial status and operating results, nor will it affect the continued implementation of this incentive plan. The company's management team will continue to perform its job responsibilities seriously and create value for the company and shareholders. The company will perform corresponding capital reduction procedures in accordance with the law after the completion of this repurchase.
The repurchase and cancellation of some restricted stocks has been reviewed and approved at the sixth meeting of the Remuneration and Assessment Committee of the fourth board of directors. Beijing Zhonglun Law Firm issued the "Legal Opinion of Beijing Zhonglun Law Firm on the Repurchase and Cancellation of Part of the Restricted Stocks of Guizhou Sanli Pharmaceutical Co., Ltd. Restricted Stock Incentive Plan" regarding this matter.
For details, please refer to the "Announcement of Guizhou Sanli Pharmaceutical Co., Ltd. on the Repurchase and Cancellation of Certain Restricted Stocks" (Announcement Number: 2025-065) disclosed on the Shanghai Stock Exchange website (www.sse.com.cn) and designated media on the same day.
Voting results: 9 votes in favor, 0 votes to avoid, 0 votes against, 0 abstentions, voting result: passed.
(5) Consideration and approval of the "Proposal on Proposing to Convene the Company's First Extraordinary General Meeting of Shareholders in 2025" The company's board of directors proposed to convene the company's first extraordinary general meeting of shareholders in 2025 on December 18, 2025, to review the relevant proposals of the board of directors, as follows:
Serial number Bill name
"Proposal 1 on Abolition of the Supervisory Board, Change of Registered Capital and Business Scope, and Amendment of the Articles of Association"
Bill
Proposal 2 "Proposal on Establishing and Revising Part of the Company's Governance System"
For details, please refer to the "Notice of Guizhou Sanli Pharmaceutical Co., Ltd. on Convening the First Extraordinary General Meeting of Shareholders in 2025" (announcement number: 2025-067) disclosed on the Shanghai Stock Exchange website (www.sse.com.cn) and designated media on the same day.
Voting results: 9 votes in favor, 0 votes to avoid, 0 votes against, 0 abstentions, voting result: passed.
Announcement is hereby made.
Board of Directors of Guizhou Sanli Pharmaceutical Co., Ltd.
November 28, 2025