-- Announcement on Resolutions of the 16th Meeting of the 5th Board of Directors
Securities code: 603538 Securities abbreviation: Minova Announcement number: 2025-091 Convertible bond code: 113618 Convertible bond abbreviation: Minova convertible bonds
Ningbo Menohua Pharmaceutical Co., Ltd.
Announcement of Resolutions of the 16th Meeting of the Fifth 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
Ningbo Menohua Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") sent notice and meeting materials for the 16th meeting of the fifth session of the Board of Directors to all directors of the company in writing, email, etc. on August 15, 2025. On August 26, 2025, the 16th meeting of the company's fifth board of directors was held in the company's conference room through on-site and communication voting. This meeting was chaired by Mr. Yao Chengzhi. 5 directors should be present at the meeting, but 5 directors were actually present. The company's supervisors and senior managers attended the meeting. The convening and holding of this meeting complied with the provisions of the "Company Law of the People's Republic of China" and other relevant laws and regulations, as well as the "Articles of Association" and "Rules of Procedure of the Board of Directors".
2. Review status of board of directors meeting
(1) Consideration and approval of the “2025 Semi-annual Report and Summary”
For details, please refer to the "2025 Semi-Annual Report" and "2025 Semi-Annual Report Summary" disclosed by the company on the same day on the Shanghai Stock Exchange website (www.sse.com.cn) and other designated information disclosure media.
This proposal has been reviewed and approved by all members of the Audit Committee of the company's board of directors, and they agreed to submit this proposal to the company's board of directors for review.
Voting results: 5 votes in favor, 0 votes against, and 0 abstentions.
(2) Review and approve the "Special Report on the Deposit and Actual Use of Funds Raised in the Half-Year 2025"
For details, please refer to the "Special Report on the Deposit and Actual Use of Raised Funds for the Half Year of 2025" disclosed by the company on the same day on the Shanghai Stock Exchange website (www.sse.com.cn) and other designated information disclosure media. Voting results: 5 votes in favor, 0 votes against, and 0 abstentions.
(3) Consideration and approval of the “Proposal on Cancellation of the Board of Supervisors and Amendment to the Articles of Association”
In accordance with the latest provisions of relevant laws, regulations and normative documents such as the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Guidelines on the Articles of Association of Listed Companies, and in light of the actual situation of the company, the company plans to cancel the establishment of the Board of Supervisors. The powers of the Board of Supervisors stipulated in the Company Law will be exercised by the Audit Committee of the Board of Directors. The company's Rules of Procedure for the Board of Supervisors and other relevant systems of the Board of Supervisors will be abolished accordingly, and relevant provisions of the Articles of Association will also be revised accordingly.
For details, please refer to the "Announcement on Cancellation of the Supervisory Board and Amendment to the Articles of Association" (Announcement No.: 2025-094) disclosed by the company on the same day on the Shanghai Stock Exchange website (www.sse.com.cn) and other designated information disclosure media.
Voting results: 5 votes in favor, 0 votes against, and 0 abstentions.
This proposal still needs to be submitted to the shareholders' meeting for review and approval.
(4) Review and approve the "Proposal on Revising and Establishing Part of the Company's Management System" item by item
In accordance with the latest provisions of relevant laws, regulations and normative documents such as the "Company Law of the People's Republic of China", "Securities Law of the People's Republic of China", "Guidelines on the Articles of Association of Listed Companies" and other relevant laws, regulations and normative documents, combined with the company's actual operation and management situation, the board of directors agreed to revise and formulate some of the company's management systems. The specific situation is as follows:
Serial number Revised management system name
1 Rules of Procedure for Shareholders’ Meeting
2 Rules of Procedure for Board of Directors
- Working system of independent directors
4 Foreign investment management system
5 External guarantee management system
6 Related party transaction management system
7 Raised funds management system
8 Implementation Rules of Cumulative Voting System
9 Code of Conduct for Controlling Shareholders and Actual Controllers
10 Code of Conduct for Directors and Senior Management
11 Rules of Procedure of the Audit Committee of the Board of Directors
12 Rules of Procedure of the Nomination Committee of the Board of Directors
13 Rules of Procedure of the Remuneration and Appraisal Committee of the Board of Directors
14 Rules of Procedure of the Strategy Committee of the Board of Directors
15 General Manager Work Rules
16 Working Rules for the Secretary of the Board of Directors
17 Information disclosure management system
18 Information disclosure exemption and suspension management system
19 Insider information insider registration and management system
20 Investor Relations Management System
21 Management Measures for Holding Subsidiaries
22 Internal audit system
23 Accounting firm selection and recruitment system
24 Measures for separate counting and disclosure of votes of small and medium-sized investors at shareholders’ meetings
25 Internal control system for financial derivatives trading business
26 Foreign exchange derivatives trading business management system
Serial number Name of the established management system
27 Special meeting system for independent directors
28 Remuneration management system for directors and senior managers
29 Resignation management system for directors and senior managers
30 Management system for company shares held by directors and senior managers and their changes 31 Code of conduct for directors, senior managers and other relevant entities in releasing information to the outside world 32 Accountability system for major errors in annual report information disclosure
33 Public opinion management system
34 Reception and promotion work and information disclosure registration system
For details, please refer to the company’s designated information disclosure on the Shanghai Stock Exchange website (www.sse.com.cn) and other
The company’s relevant management systems disclosed by the media on the same day.
Voting results: 5 votes in favor, 0 votes against, and 0 abstentions.
Among them, items 1-10 and 28 of the management systems still need to be submitted to the shareholders' meeting for review and approval.
(5) Consideration and approval of the “Proposal on Convening the First Extraordinary General Meeting of Shareholders in 2025”
For details, please refer to the company’s designated information disclosure on the Shanghai Stock Exchange website (www.sse.com.cn) and other
The "Notice on Convening the First Extraordinary General Meeting of Shareholders in 2025" was disclosed by the media on the same day.
Voting results: 5 votes in favor, 0 votes against, and 0 abstentions.
Announcement is hereby made.
Ningbo Menohua Pharmaceutical Co., Ltd.
board of directors
Documents to be filed on August 27, 2025:
- "Resolution of the 16th Meeting of the 5th Board of Directors of Ningbo Menohua Pharmaceutical Co., Ltd."