-- Announcement on Resolutions of the 1st Meeting of the 5th Board of Directors
Securities code: 603976 Securities abbreviation: Zhengchuan Shares Announcement number: 2025-067 Bond code: 113624 Bond abbreviation: Zhengchuan Convertible Bonds
Chongqing Zhengchuan Pharmaceutical Packaging Materials Co., Ltd.
Announcement of Resolutions of the First 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
Chongqing Zhengchuan Pharmaceutical Packaging Materials Co., Ltd. (hereinafter referred to as the "Company") held the first extraordinary shareholders' meeting of 2025 on October 14, 2025, and elected the fifth board of directors. After all directors of the fifth board of directors unanimously agreed to waive the notice time limit for this meeting, the first meeting of the company's fifth board of directors was held on October 14, 2025 in the conference room on the third floor of Zhengchuan Yongcheng Company via on-site and communication methods. There were 9 directors who should have participated, but 9 directors actually participated.
This meeting was chaired by Mr. Deng Yong, a director jointly recommended by all directors, and the company's senior managers attended the meeting. The convening, holding and voting procedures of this meeting were in compliance with the relevant provisions of the Company Law and other laws and administrative regulations as well as the Articles of Association and the Rules of Procedure of the Board of Directors of the Company. The convening and holding of the meeting were legal and valid.
2. Review status of board of directors meeting
- Considered and approved the "Proposal on Exempting the Notice Period for the First Meeting of the Fifth Board of Directors of the Company"
The company elected directors of the fifth session of the Board of Directors at the 2025 First Extraordinary General Meeting of Shareholders held on the afternoon of October 14, 2025. In order to promptly promote the work related to the new session of the Board of Directors, all new directors unanimously agreed to waive the obligation to notify in advance of this extraordinary Board of Directors and convene the first meeting of the Company's fifth session of the Board of Directors on October 14, 2025.
Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
- Considered and approved the "Proposal on Determining the downward revision of the conversion price of "Zhengchuan Convertible Bonds""
From August 30, 2025 to September 19, 2025, the closing price of the company's stock has been lower than 90% of the current conversion price for at least fifteen of the thirty consecutive trading days, which has triggered the downward revision clause of the conversion price of "Zhengchuan Convertible Bonds". On September 19, 2025, the company held the 24th meeting of the fourth board of directors and reviewed and approved the "Proposal on Downward Revising the Conversion Price of "Zhengchuan Convertible Bonds". In order to support the company's long-term stable development, optimize the company's capital structure, and protect the rights and interests of investors, the company's board of directors proposed to revise downward the conversion price of "Zhengchuan Convertible Bonds". On October 14, 2025, the company held the first extraordinary shareholders' meeting in 2025, and reviewed and approved the "Proposal on Downward Revising the Conversion Price of "Zhengchuan Convertible Bonds"" in the form of a special resolution.
In the twenty trading days before the first extraordinary general meeting of shareholders in 2025 (from September 8, 2025 to October 13, 2025, the average trading price of the company’s stock was 20.07 yuan/share (round up to two decimal places), and the average trading price of the company’s stock on the trading day before the first extraordinary general meeting of shareholders in 2025 (October 13, 2025) was 19.15 Yuan/share (round up to two decimal places). According to the relevant provisions of the company's "Prospectus" and the authorization of the company's first extraordinary general meeting of shareholders in 2025, taking into account the above price and the company's actual situation, the company's board of directors decided to revise the "Zhengchuan Convertible Bonds" conversion price downward from 45.77 yuan/share to 20.07 yuan/share.
The revised conversion price of "Zhengchuan Convertible Bonds" will take effect from October 16, 2025. "Zhengchuan Convertible Bonds" will stop converting shares on October 15, 2025, and will resume converting shares on October 16, 2025.
Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
For details, please refer to the "Announcement on the downward revision of the conversion price of "Zhengchuan Convertible Bonds" and the suspension and resumption of trading of shares of "Zhengchuan Convertible Bonds" disclosed by the company on the Shanghai Stock Exchange website (www.sse.com.cn) and designated information disclosure media on the same day (Announcement No.: 2025-068).
- Considered and approved the "Proposal on the Election of Chairman of the Fifth Board of Directors of the Company"
Mr. Deng Yong was elected as the chairman of the fifth board of directors of the company, with a term of three years, starting from the date of review and approval at this board meeting to the expiration of the term of the fifth board of directors.
Voting results: 9 votes in favor, 0 votes against, 0 abstentions
- The "Proposal on the Election of Members of the Special Committees of the Fifth Session of the Board of Directors" was reviewed and approved. The composition of the special committees of the fifth session of the Board of Directors of the Company is as follows:
(1) Strategy Committee: Deng Yong (Chairman), Hu Wenyan, Xu Xixiong
(2) Audit Committee: Xu Xixiong (Chairman), Deng Yong, Wang Dajun
(3) Nomination Committee: Hu Wenyan (Chairman), Deng Yong, Xu Xixiong
(4) Remuneration and Appraisal Committee: Wang Dajun (Chairman), Jiang Fengan, Xu Xixiong
The Audit Committee, Nomination Committee, Remuneration and Appraisal Committee have more than half of the independent directors, and the independent directors serve as the convener. The convener of the Audit Committee, Mr. Xu Xixiong, is an accounting professional, and the members of the Audit Committee are all directors who do not serve as senior managers of the company, which complies with the provisions of relevant laws, administrative regulations, normative documents and the Articles of Association. The term of office of the members of the above-mentioned special committees shall commence from the date of review and approval at this board meeting and shall end on the date of expiration of the term of the fifth session of the board of directors. .
Voting results: 9 votes in favor, 0 votes against, 0 abstentions
- Reviewed and approved the "Proposal on Appointment of the Company's General Manager"
Mr. Deng Qiuhan was appointed as the general manager of the company for a term of three years, starting from the date of approval at this board meeting and ending on the expiration date of the fifth term of the board of directors.
This proposal has been reviewed and approved by the Nomination Committee of the Board of Directors.
Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
- Reviewed and approved the "Proposal on the Appointment of the Company's Deputy General Manager"
Mr. Xiao Qing and Mr. Jiang Fengan were appointed as deputy general managers of the company, with a term of three years, starting from the date of approval at this board meeting and ending on the expiration date of the fifth session of the board of directors.
This proposal has been reviewed and approved by the Nomination Committee of the Board of Directors.
Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
- The "Proposal on the Appointment of the Company's Financial Officer" was reviewed and approved
Ms. Xiao Hanrong was appointed as the company’s financial controller for a term of three years, commencing from the date of review and approval at this board meeting to the expiration date of the fifth term of the board of directors.
This proposal has been reviewed and approved by the Nomination Committee of the Board of Directors and the Audit Committee of the Board of Directors.
Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
- Considered and approved the "Proposal on Appointment of Secretary to the Company's Board of Directors"
Mr. Fei Shiping was appointed as the secretary of the company's board of directors for a term of three years, starting from the date of review and approval at this board meeting and ending on the expiration date of the fifth session of the board of directors.
This proposal has been reviewed and approved by the Nomination Committee of the Board of Directors.
Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
- The "Proposal on the Appointment of the Company's Securities Affairs Representative" was reviewed and approved
Ms. Gu Ting is appointed as the company's securities affairs representative to assist the board secretary in carrying out various tasks. The term is three years, starting from the date of review and approval at this board meeting and ending on the expiration date of the fifth term of the board of directors.
For details of the above 3-9 proposals, please refer to the "Announcement on the Completion of the General Election of the Board of Directors and the Appointment of Senior Management and Securities Affairs Representatives" (Announcement No.: 2025-069) disclosed by the company on the Shanghai Stock Exchange website (www.sse.com.cn) and designated information disclosure media on the same day.
Announcement is hereby made.
Board of Directors of Chongqing Zhengchuan Pharmaceutical Packaging Materials Co., Ltd.
October 15, 2025