Announcement of Resolutions of the Thirteenth Meeting of the Fifth Board of Directors of Guangdong Marumi Biotechnology Co., Ltd.
Securities code: 603983 Securities abbreviation: Marubi Biologics Announcement number: 2026-003
Guangdong Marumi Biotechnology Co., Ltd.
Announcement of Resolutions of the Thirteenth 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 bear individual and joint liability for the authenticity, accuracy and completeness of its contents.
1. Convening of board of directors meetings
The 13th meeting of the fifth board of directors of Guangdong Marumi Biotechnology Co., Ltd. (hereinafter referred to as the "Company") was held on March 30, 2026 in the company's conference room via on-site communication. The meeting notice has been sent out via email and WeChat on March 20, 2026. This meeting was chaired by Chairman Sun Huaiqing. 9 directors were supposed to be present, but actually 9 were present. Relevant senior managers also attended the meeting. The convening and holding of this board meeting complied with the provisions of the Company Law and other relevant laws, administrative regulations, departmental rules, normative documents and the Articles of Association, and the content of the resolution was legal and valid.
2. Review status of board of directors meeting
- Reviewed and approved the "Company's 2025 General Manager Work Report"
Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
- Reviewed and approved the "Company's 2025 Board of Directors Work Report"
Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
This proposal still needs to be reviewed by the company's 2025 annual shareholders' meeting.
- Reviewed and approved the “Company’s 2025 Independent Directors’ Work Report”
For details, please refer to the "Company's 2025 Independent Directors' Work Report" disclosed by the company on the same day.
Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
The company's independent directors Cao Yong, Ou Youying, and Zhang Qixiang respectively submitted the "2025 Independent Directors' Work Report" to the company's board of directors and will take office at the company's 2025 annual shareholders' meeting.
- Reviewed and approved the "Duty Performance Report of the Audit Committee of the Company's Board of Directors for 2025"
For details, please refer to the "Company's 2025 Duty Performance Report of the Audit Committee of the Board of Directors" disclosed by the company on the same day.
Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
This proposal has been reviewed and approved in advance by the Audit Committee of the Company's Board of Directors.
- Reviewed and approved the "Special Opinions of the Company's Board of Directors on the Independence of Independent Directors"
For details, please refer to the "Special Opinions of the Company's Board of Directors on the Independence of Independent Directors" disclosed by the company on the same day.
Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
- Reviewed and approved the "Company's 2025 Annual Report and Summary"
For details, please refer to the "2025 Annual Report" and "2025 Annual Report Summary" disclosed by the company on the same day.
Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
This proposal has been reviewed and approved in advance by the Audit Committee of the Company's Board of Directors.
- The "Company's 2025 Environmental, Social and Corporate Governance (ESG) Report and Summary" was reviewed and approved. For details, please refer to the "2025 Environmental, Social and Corporate Governance (ESG) Report" and "2025 Environmental, Social and Corporate Governance (ESG) Report Summary" disclosed by the company on the same day.
Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
This proposal has been reviewed and approved in advance by the Strategy Committee of the Company’s Board of Directors.
- Reviewed and approved the "Company's 2025 Annual Profit Distribution Plan"
It is planned to distribute a cash dividend of RMB 0.25 per share (tax included) to all shareholders registered on the equity registration date of this equity distribution based on the total share capital registered on the equity registration date of this equity distribution.
For details, please refer to the "Announcement of the Company's 2025 Annual Profit Distribution Plan" disclosed by the company on the same day. Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
This proposal has been reviewed and approved by the Audit Committee of the Company’s Board of Directors in advance and still needs to be reviewed by the Company’s 2025 Annual Shareholders’ Meeting.
- The "Special Report on the Deposit and Use of Raised Funds in 2025" was reviewed and approved. For details, please refer to the "Special Report on the Deposit and Use of Raised Funds in 2025" disclosed by the company on the same day.
CITIC Securities Co., Ltd. issued the "Special Verification Report on the Storage and Use of Funds Raised by Guangdong Marumi Biotechnology Co., Ltd. in 2025" issued by CITIC Securities Co., Ltd., and Huaxing Accounting Firm (Special General Partnership) issued the "Special Assurance Report on the Storage and Use of Funds Raised by Guangdong Marumi Biotechnology Co., Ltd. in 2025" (Huaxing Zhuanzi [2026] No. 25015710038). For details, please refer to the announcement disclosed by the company on the same day.
Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
- The "Proposal on Confirming the Remuneration of Directors and Senior Management Personnel for 2025" was considered and approved
In accordance with the provisions of the Articles of Association and relevant internal systems of the company, the remuneration and assessment committee of the company's board of directors evaluated the remuneration of directors and senior managers in 2025 and believed that the remuneration was reasonable, fair, in line with the company's established remuneration policies and assessment standards, and did not violate the company's relevant remuneration management systems.
For details on the remuneration of directors and senior managers of the company in 2025, please refer to "III. Situation of Directors and Senior Managers" in "Section 4 Corporate Governance, Environment and Society" in the full text of the "Company's 2025 Annual Report". 10.1 Remuneration of independent directors
Voting results: 6 votes in favor, 0 votes against, 0 abstentions, and 3 avoidance votes.
Related directors Cao Yong, Ou Youying and Zhang Qixiang abstained from voting.
10.2 Remuneration of non-independent directors
Voting results: 3 votes in favor, 0 votes against, 0 abstentions, and 6 avoidance votes.
Related directors Sun Huaiqing, Wang Kaihui, Zeng Lingchun, Sun Yunqi, Shen Yi and Guo Chaowan abstained from voting. 10.3 Senior management remuneration
Voting results: 6 votes in favor, 0 votes against, 0 abstentions, and 3 avoidance votes.
Related executives Sun Huaiqing, Wang Kaihui and Zeng Lingchun abstained from voting.
This proposal has been reviewed and approved in advance by the Remuneration and Assessment Committee of the Company's Board of Directors.
The directors' remuneration in this proposal still needs to be reviewed by the company's 2025 annual shareholders' meeting.
- Reviewed and approved the "Company's 2025 Internal Control Evaluation Report"
For details, please refer to the "Company's 2025 Internal Control Evaluation Report" disclosed by the company on the same day.
Huaxing Accounting Firm (Special General Partnership) issued the "Internal Control Audit Report of Guangdong Marumi Biotechnology Co., Ltd." (Huaxing Shenzi [2026] No. 25015710025). For details, please see the company's announcement on the same day.
Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
This proposal has been reviewed and approved in advance by the Audit Committee of the Company's Board of Directors.
- The "Proposal on the Estimated Amount of Daily Related Transactions in 2026" was reviewed and approved. For details, please refer to the "Announcement on the Estimated Amount of Daily Related Transactions in 2026" disclosed by the company on the same day.
Voting results: 7 votes in favor, 0 votes against, 0 abstentions, and 2 votes to avoid.
Related directors Sun Huaiqing and Sun Yunqi abstained from voting.
This proposal has been reviewed and approved in advance at a special meeting of the company's independent directors.
- The "Proposal on the Use of Idle Own Funds for Entrusted Financial Management" was reviewed and approved
For details, please refer to the "Announcement on the Use of Idle Own Funds for Entrusted Financial Management" disclosed by the company on the same day. Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
- The "Proposal on the Extension of Investment Projects with Partial Raised Funds" was reviewed and approved
For details, please refer to the "Announcement on the Delay of Partially Raised Funds Investment Projects" disclosed by the company on the same day. CITIC Securities Co., Ltd. issued "CITIC Securities Co., Ltd.'s Verification Opinions on the Delay of Part of the Investment Projects Raised Funds of Guangdong Marumi Biotechnology Co., Ltd."
Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
- The "Proposal on Convening the 2025 Annual Shareholders' Meeting" was reviewed and approved.
Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
It was agreed to convene the company's 2025 annual shareholders' meeting and submit the above-mentioned relevant proposals to the shareholders' meeting for review. The specific content such as the time and location of the meeting will be notified separately.
Announcement is hereby made.
Board of Directors of Guangdong Marumi Biotechnology Co., Ltd.
April 1, 2026