Announcement on changing the company's business scope, amending the "Articles of Association" and revising, formulating some governance systems and handling industrial and commercial change registration
Securities code: 688117 Securities abbreviation: Senno Biotechnology Announcement number: 2026-016
Chengdu Sennuo Biotechnology Co., Ltd.
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 in accordance with the law.
Chengdu Sennuo Biotechnology Co., Ltd. (hereinafter referred to as the "Company") held the second meeting of the fifth session of the Board of Directors on April 23, 2026, and reviewed and approved the "Proposal on Changing the Company's Business Scope, Amending the Company's Articles of Association, Formulating Partial Governance Systems, and Handling Industrial and Commercial Change Registration." This proposal still needs to be submitted to the company's shareholders' meeting for review. The relevant information is now announced as follows:
In accordance with the provisions of normative documents such as the "Guidelines on the Articles of Association of Listed Companies", "Stock Listing Rules on the Shanghai Stock Exchange's Science and Technology Innovation Board", "Self-Discipline Supervision Guidelines for Companies Listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operations" and in combination with the actual situation of the company, the company plans to formulate or revise internal management systems such as the "Articles of Association of Chengdu Sirnao Biotechnology Co., Ltd." (hereinafter referred to as the "Articles of Association"), the "Public Opinion Management System" and the "Remuneration Management System for Directors and Senior Management Personnel". The details are as follows:
1. Changes in the company’s business scope
According to the needs of the company's business development, the company plans to change its business scope, as follows:
The company's original business scope: medical research and experimental development; technical services, technology development, technical consulting, technology exchange, technology transfer, technology promotion; import and export of goods; technology import and export. (Except for projects that require approval according to law, business activities can be carried out independently with a business license and in accordance with the law)
The company now plans to change its business scope to: medical research and experimental development; technical services, technology development, technical consulting, technology exchange, technology transfer, and technology promotion; import and export of goods; technology import and export; and rental income (factories, offices). (Except for projects that require approval according to law, business activities can be carried out independently with a business license and in accordance with the law)
2. Revision of the "Articles of Association"
Before revision After revision
Article 1 In order to safeguard the legitimate rights and interests of Chengdu Sennuo Biotechnology Co., Ltd. (hereinafter referred to as the "Company or the Company"), shareholders, employees and creditors, and regulate the company's organization and behavior, in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law of the People's Republic of China") The Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the People's Republic of China "Company Law"), the Securities Law of the People's Republic of China and other relevant provisions, the Securities Law (hereinafter referred to as the "Securities Law") stipulates these Articles of Association. and other relevant provisions to formulate this charter.
Article 2 The company is a joint-stock limited company established in accordance with the "Company Law" and other relevant regulations (hereinafter referred to as the "company").
The company was established through sponsorship. The company was established in Chengdu through sponsorship, registered with the Chengdu Municipal Administration for Industry and Commerce, obtained registration from the Municipal Administration for Industry and Commerce (ready-made urban market supervision license, unified social credit code: supervision bureau), and obtained business license 91510100730206481N. According to the unified social credit code:
91510100730206481N.
Article 6 The registered capital of the company is RMB. Article 6 The registered capital of the company is RMB 112,418,556. 157,385,978 yuan.
Article 12 The term “senior managers” as mentioned in these Articles of Association refers to the company’s general manager and other senior managers. The term “senior managers” as mentioned in these Articles of Association refers to the company’s deputy general manager, secretary to the board of directors, and financial director. The responsible person and those stipulated in this Articles of Association and approved by the Board of Directors
other designated personnel.
Article 15 After registration in accordance with the law, the company's business scope: medical research and experimental development, technical services: medical research and experimental development, technical services, technology development, technical consultation, technology delivery, technology development, technology consultation, technology exchange, technology transfer, technology promotion, import and export of goods, technology transfer, technology promotion, import and export of goods, import and export of technology. export, technology import and export; rental income (factory,
office).
Article 21 The total number of shares of the company is 112,418,556 shares, all of which are RMB ordinary shares. 157,385,978 shares, all of which are RMB ordinary shares. share.
Article 47 If a company provides a guarantee, it shall submit it to the board of directors or shareholders' meeting for deliberation and disclose it in a timely manner. disclosed at the time.
The following external guarantee matters of the company shall be submitted to the board of directors for review:
(1) A single guarantee amount exceeds 10% of the company’s latest audited net assets; (1) A single guarantee amount exceeds 10% of the company’s latest audited net assets; A guarantee of 10% of the company’s audited net assets;
(2) External guarantees of the company and its holding subsidiaries (2) Any guarantees provided after the total external guarantees of the company and its holding subsidiaries exceed the company's latest audited total guarantees and exceed 50% of the company's latest audited net assets; any guarantees provided after 50% of the company's net assets;
(3) The total amount of the company’s external guarantees exceeds 30% of the company’s latest audited total assets; any guarantee provided after the company’s latest audited total assets;
(4) Guarantee provided for a guarantee object whose asset-liability ratio exceeds 70%; (4) Guarantee provided by the object whose asset-liability ratio exceeds 70%;
(5) According to the guarantee amount accumulated for 12 consecutive months (5) According to the guarantee amount accumulated for 12 consecutive months, it exceeds the company's most recent audited calculation principle and exceeds the company's latest audited total assets of 30% of the company's most recent period; guarantee of 30% of the total assets;
(6) Guarantees provided to shareholders, actual controllers and their related parties; (6) Guarantees provided to shareholders, actual controllers and their related parties;
(7) Other external guarantees stipulated in laws and regulations, the Shanghai Stock Exchange or the company's articles of association that require review and approval by the shareholders' meeting. Passed external guarantee.
For guarantee matters within the scope of the authority of the board of directors, in addition to the approval of more than half of all directors, it must also be approved by more than two-thirds of the directors present at the board meeting; the guarantee in item (4) of the preceding paragraph must be approved by the above directors; the guarantee in item (5) of the previous paragraph shall be guaranteed by the shareholders attending the shareholders' meeting and shall be approved by more than two-thirds of the voting rights held by the shareholders attending the shareholders' meeting. Passed by more than two-thirds of the voting power.
If the company provides guarantees for the controlling shareholder, actual controller and their related parties, the controlling shareholder, actual controller and their related parties shall provide counter-guarantee. The controller and its related parties should provide counter-guarantee. If the company provides guarantee for a wholly-owned subsidiary, or provides guarantee for a controlling subsidiary and other shareholders of the controlling subsidiary provide guarantees in equal proportions according to the rights and interests they enjoy, the guarantee can be exempted if it does not harm the interests of the company. Items (1), (2) and (3) of this article can be exempted if it does not harm the interests of the company. The company shall comply with the provisions of item (4) in the annual report and half-year report. The company shall summarize and disclose the aforementioned guarantees in its annual financial report. Except for those stipulated in these Articles of Association, the above-mentioned guarantees must be submitted to the shareholders' meeting for review and approval in the annual report and semi-annual report.
Other external guarantees other than the approved external guarantees. Except for matters stipulated in this Article of Association that must be submitted to the shareholders' meeting for review, the matters shall be reviewed and approved by the company's board of directors. Other external guarantees other than the approved external guarantees
Matters are reviewed and approved by the company's board of directors.
Article 48 Transactions (except provision of guarantees and provision of financial assistance) by the company that meet one of the following standards must be reviewed and approved by the shareholders' meeting. One of the standards must be reviewed and approved by the shareholders' meeting.
(1) The total assets involved in the transaction (both the book value and the appraised value, whichever is higher) account for 50% of the company's most recent audited total assets; account for more than 50% of the company's most recent audited total assets; above;
(2) The transaction amount accounts for 50% of the company's market value. (2) The transaction amount accounts for 50% or more of the company's market value. More than 50%;
(3) The net assets of the transaction object (such as equity) in the most recent fiscal year accounted for more than 50% of the company's market value; or more;
(4) The operating income of the transaction object (such as equity) in the most recent fiscal year accounts for more than 50% of the company's audited operating income in the most recent accounting year, and exceeds 50 million yuan; exceeds 50 million yuan;
(5) The profit generated from the transaction accounts for more than 50% of the company’s audited net profit for the most recent fiscal year, and exceeds 5 million yuan; and exceeds 5 million yuan;
(6) The net profit related to the transaction object (such as equity) in the most recent fiscal year accounts for more than 50% of the company's audited net profit in the most recent fiscal year, and exceeds 5 million yuan. and exceeds 5 million yuan.
If the data involved in the calculation of the above indicators is a negative value, its absolute value will be used for calculation. Calculate its absolute value.
Transactions in which the company unilaterally obtains benefits, including receiving cash assets as gifts, obtaining debt relief, accepting guaranteed cash assets, obtaining debt relief, accepting guarantees and funding, etc., are exempt from the performance of guarantees and funding in accordance with the provisions of this article, and are exempt from the shareholders' meeting review procedures in accordance with the first paragraph of this article. Provide for the implementation of the shareholders' meeting review procedures.
The above-mentioned "transactions" include the following matters: purchase or sale of assets; external investment (purchasing bank financial products and selling assets; external investment (except for the purchase of low-risk banking products); excluding the transfer or transfer of R&D project bank financial products); transfer or transfer of research projects; signing of licensing agreements; providing guarantees; developing projects; signing licensing agreements; providing guarantees to lease or lease assets; entrusting or being entrusted with custody Guarantees (including guarantees for holding subsidiaries, etc.); leasing assets and businesses; donating or receiving assets; or leasing assets; entrusting or entrusting management of assets, creditor's rights, and debt restructuring; providing financial assistance; adding property and business; donating or receiving assets; and other transactions recognized by the Debt Sea Stock Exchange. The aforementioned rights, debt restructuring; giving up rights (including giving up the preferential purchase or sale of assets, excluding pre-emptive rights to purchase raw materials, pre-emptive subscription rights, etc.); Shanghai securities, fuel and power, and sales of products or other transactions recognized by the securities exchange. The aforementioned purchases and other transactions related to daily operations. Or the sale of assets, excluding the purchase of raw materials, fuel and power, and the sale of products or commodities and other transactions related to daily operations.
If a company's asset purchase or sale transactions involve total assets or transaction amounts that exceed 30% of the company's most recent audited total assets within 12 consecutive months, in addition to disclosure and audit or evaluation, it must also be submitted to a shareholders' meeting for review, and must be approved by more than two-thirds of the voting rights held by shareholders present at the meeting.
(New) Article 49 If the company’s financial assistance transaction falls under any of the following circumstances, it shall be submitted to the shareholders’ meeting for review after being reviewed and approved by the board of directors:
(1) The amount of a single financial aid exceeds 10% of the company’s latest audited net assets;
(2) The latest financial statement data of the funded object shows that the asset-liability ratio exceeds 70%;
(3) The cumulative amount of financial assistance in the last 12 months exceeds 10% of the company’s latest audited net assets;
(4) Other circumstances stipulated by the Shanghai Stock Exchange or these Articles of Association.
If the funding object is a controlled subsidiary within the scope of the company's consolidated statements, and the other shareholders of the controlled subsidiary do not include the company's controlling shareholders, actual controllers and their affiliates, this article may be exempted from the application.
Article 74 The shareholders' meeting shall be presided over by the chairman; Article 74 The shareholders' meeting shall be presided over by the chairman; When the Audit Committee is convened or fails to perform its duties, it shall be presided over by a director jointly elected by more than half of the directors who are unable to perform or fail to perform their duties. At that time, the shareholders' meeting convened by the Audit Committee shall be presided over by a member of the Audit Committee elected by the Audit Committee jointly by more than half of the members of the Audit Committee. Presided over by the convener of the Planning Committee. The shareholders' meeting convened by the Audit Committee on their own initiative shall be chaired by a representative elected by the convener or convener who is unable or fails to perform his duties. When a shareholders' meeting is convened by more than half of the members of the Audit Committee, the chairperson of the meeting violates the recommendation of an Audit Committee member to preside over the meeting. If the rules prevent the shareholders' meeting from continuing, a shareholders' meeting convened by the shareholders themselves shall be presided over by the convener or the shareholders with more than half of the voting rights present at the shareholders' meeting and their elected representatives.
Note that the shareholders' meeting can elect one person to preside over the meeting. When convening the shareholders' meeting, the presiding officer violates the rules of the meeting and continues the meeting. If the rules prevent the shareholders' meeting from continuing, the shareholders' meeting may elect one person to preside over the meeting with the consent of more than half of the shareholders with voting rights present at the meeting.
People, keep the meeting going.
Article 88 The list of director candidates shall be submitted to the shareholders' meeting for voting in the form of a proposal. method to submit to the shareholders’ meeting for a vote.
When the shareholders' meeting votes on the election of directors, the cumulative voting system may be implemented in accordance with the provisions of these Articles of Association or the resolution of the shareholders' meeting. To implement a cumulative voting system.
The cumulative voting system should be used in the following situations: The cumulative voting system should be used in the following situations:
(1) When two or more independent directors are elected; (1) When two or more independent directors are elected;
(2) When a single shareholder of the company and his/her acting in concert own more than 30% of the shares, the company shall elect two or more directors. (3) When the company elects two or more directors. The cumulative voting system referred to in the preceding paragraph refers to the cumulative voting system referred to in the preceding paragraph. When the shareholders' meeting elects directors, each share has the same voting rights as the number of directors to be elected. The voting rights held by shareholders can be used collectively. The board of directors should ensure that shareholders' rights can be concentrated. The board of directors shall announce to shareholders the resume and basic information of candidate directors. Announce the resume and basic information of candidate directors.
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(5) The scrutineers and vote counters of the shareholders' meeting must carefully check the above situation to ensure the fairness and effectiveness of the cumulative voting. Fair and effective.
Article 101 A director of a company is a natural person. If he has any of the following circumstances, he cannot serve as a director of the company:
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If a director is elected or appointed in violation of the provisions of this Article, the election, appointment or appointment shall be invalid. The election, appointment or appointment of directors while in office is invalid. If the circumstances of this article occur during the term of office of a director, the company will terminate his/her duties. The performance of their duties shall be suspended.
The above period shall be calculated based on the date of the shareholders' meeting to elect directors. The above period shall be calculated based on the date of the shareholders' meeting to elect directors. Starting from the opening date.
Article 112 The Board of Directors shall consist of 9 directors. Article 112 The Board of Directors shall consist of 9 directors, including 3 independent directors. The board of directors consists of directors, including three independent directors. The board of directors shall have one chairman, who shall be elected by a majority of all directors, and 1-2 vice-chairmen, who shall be elected by half of the board of directors. Elected by a majority of all directors.
Article 113 The Board of Directors shall exercise the following duties. Article 113 The Board of Directors shall exercise the following powers: Power:
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(9) Decide on the appointment or dismissal of the general manager of the company, the secretary of the board of directors and other senior managers, and decide on their remuneration, rewards and punishments; based on the nomination of the general manager, decide on the appointment or dismissal of the company's deputy general manager, financial director and other senior managers based on the nomination of the general manager. Appoint senior management personnel such as the company's deputy general manager and financial controller, and decide on their remuneration matters, rewards and punishments. Managers, and decide on their remuneration matters, rewards and punishments; matters;
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Matters beyond the scope of authorization of the shareholders' meeting shall be submitted to the shareholders' meeting for review. submitted to the shareholders' meeting for review.
Article 116 The Board of Directors shall determine the authority for external investment, acquisition and sale of assets, asset mortgage, investment, acquisition and sale of assets, asset mortgage, external guarantee matters, entrusted financial management, related diplomatic guarantee matters, entrusted financial management, related transactions, transactions, external donations, etc., establish strict review and decision-making procedures; major investment projects shall organize decision-making procedures; major investment projects shall organize relevant experts and professionals to conduct review, and Relevant experts and professionals will conduct the review and submit the report to the shareholders' meeting for approval. East Council approved.
Among them, the following transactions (except the provision of guarantees) by the company (except for the provision of guarantees and the provision of financial assistance) shall be reviewed and approved by the board of directors and shall be disclosed in a timely manner by the board of directors:
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If the data involved in the calculation of the above indicators is negative, its absolute value will be used for calculation. The values stipulated in this charter shall be calculated based on their absolute values. The market value stipulated in this Article refers to the closing market value of the 10 trading days before the transaction, and refers to the arithmetic average of the closing market value of the 10 trading days before the transaction. The arithmetic mean of the values.
In addition to providing guarantees, providing financial assistance, entrusting
Except for financial matters and other matters otherwise stipulated in these articles of association and rules, when the company conducts transactions of the same category and related to the subject matter, it shall be based on the principle of cumulative calculation for 12 consecutive months and apply Article 48 and the above provisions. Those who have performed their obligations in accordance with Article 48 and the above provisions will no longer be included in the relevant cumulative calculation scope.
When the board of directors considers the company's provision of guarantees and financial assistance, it must be approved by more than half of all directors and must also attend the board meeting.
More than 2/3 of the directors approved the proposal.
Article 118 If the Chairman is unable to perform his duties, Article 118 If the Chairman is unable or fails to perform his duties, more than half of the directors or, if he fails to perform his duties, the Vice Chairman shall jointly elect a director to perform his duties. When performing his duties, if the Vice Chairman is unable or fails to perform his duties, more than half of the directors shall
To elect a director to perform his duties.
Article 121 The Board of Directors convenes an extraordinary Board of Directors meeting. The notification method of the Board of Directors convening an extraordinary Board of Directors meeting is: email, e-mail, fax, personal delivery. If there is no fax, personal delivery, or in certain circumstances such as legal communication is not possible, announcement may also be made. general formula. The notification time limit is: the day before the meeting. However, the time limit is: 2 days before the meeting. However, if the situation is particularly urgent and it is necessary to convene an extraordinary meeting of the board of directors as soon as possible to avoid losses to the company's interests, a meeting notice may be issued at any time by telephone or other oral means, but the convener shall notify the meeting at the meeting, but the convener shall make an explanation at the meeting. bright.
Article 140 Establishment of the Company's Board of Directors Article 140 The Company's Board of Directors shall set up other special committees such as strategy and strategy, nomination, remuneration and assessment, etc. The members of the special committees shall all be composed of directors and shall perform their duties in accordance with the Articles of Association and the authorization of the Board of Directors. The working procedures of the special committee shall be reviewed and decided by the meeting. The working procedures of special committees are formulated by the board of directors. The board of directors is responsible for formulating.
The Strategy, Nomination, Remuneration and Appraisal Committees are all composed of 5 directors and 3 nominated directors. The Nomination Committee, Salary Committee, Remuneration and Appraisal Committee are all composed of 3 directors. The Remuneration and Appraisal Committee should have a majority of independent directors. Among them, the Nomination Committee, Remuneration and Appraisal Committee shall be composed of independent directors, and the independent directors shall serve as conveners. There should be more than half of the independent directors on the committee, and the independent directors should
The appointed director serves as the convener.
Article 143 The Strategy Committee is mainly responsible for researching and making recommendations on the company's long-term development strategies and major investment decisions, and researching and making recommendations on the following capital decisions, and making recommendations to the Board of Directors on the following matters:
(1) Conduct research on the company's long-term development strategic plan and make suggestions; Research and make suggestions;
(2) To study and propose major investment and financing proposals that are required to be approved by the Board of Directors as stipulated in these Articles of Association; and to make recommendations;
(3) Conduct research and make recommendations on major capital operations and asset management projects that are subject to approval by the Board of Directors as stipulated in these Articles of Association; Research and make recommendations;
(4) Other major events that affect the company's development (4) Research and make suggestions on the company's ESG strategic planning and ESG projects; conduct research on the company's goals, governance structure, management systems and other matters
(5) Inspect the implementation of the above matters; study and make recommendations to the board of directors;
(6) Laws, administrative regulations, China Securities Regulatory Commission (5) Provisions on the company’s strategy, operations and financial status and other matters stipulated in this Articles of Association. Identify and analyze ESG risks and opportunities that have a significant impact on other aspects, and guide the ESG working group to formulate response measures;
(6) Regularly review the implementation of the ESG work plan and the achievement of ESG goals;
(7) Review the company's ESG-related disclosure documents, including but not limited to the annual ESG report, ESG work plan, ESG management system, etc.
(8) Conduct research and make suggestions on other major matters affecting the company's development;
(9) Inspect the implementation of the above matters;
(10) Other matters authorized by the board of directors.
Article 148 The general manager is responsible to the board of directors and exercises the following powers:
(1) Preside over the company's production and operation management work, organize the implementation of board resolutions, and report work to the board of directors; organize the implementation of board resolutions, and report work to the board of directors;
(2) Organize the implementation of the company's annual business plan and (2) Organize the implementation of the company's annual business plan and investment plan; investment plan;
(3) Formulate a plan for the establishment of the company's internal management organization (3) Formulate a plan for the establishment of the company's internal management organization;
(4) Formulate the company’s basic management system; (4) Formulate the company’s basic management system;
(5) Formulate the company’s specific regulations; (5) Formulate the company’s specific regulations;
(6) Request the board of directors to appoint or dismiss the company's deputy general manager, financial director and other senior management personnel;
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The general manager attends board meetings. The general manager attends board meetings.
Article 160: Objectives of the Company’s Cash Dividend Policy Article 160: The objectives of the Company’s Cash Dividend Policy are stable growth of dividends, fixed dividend payments, etc. This is based on the company’s profitability and future development prospects, fixed dividends, etc. The actual needs of the strategy are to establish a sustained and stable return mechanism for investors when the company's audit report for the most recent year is not unreserved.
Opinions may contain significant uncertainties related to continuing operations. When the company's audit report for the most recent year contains an unqualified opinion that is not an unqualified qualitative paragraph, the asset and liability opinions may contain significant uncertainties related to continuing operations higher than a certain specific ratio, the operating cash flow qualitative paragraph contains an unqualified opinion, or assets and liabilities are below a certain specific level, profit distribution may not be carried out if the interest rate is higher than 70%. profit distribution. Article 161 The Company’s Profit Distribution Policy The specific contents of the Company’s profit distribution policy are as follows:
(1) Principle of profit distribution (1) Principle of profit distribution
The company implements a sustained and stable profit distribution policy. The company's profit distribution should pay attention to the policy of investors. The specific profit distribution method should be determined based on the company's reasonable investment return and taking into account the company's sustainable profit realization status, cash flow status and equity scale; The company's board of directors and shareholders will meet at
(2) Profit distribution method The company can allocate shares in cash, stock or a combination of cash and stock when fully considering the opinions of independent directors and public investors during the decision-making and demonstration process of profit distribution policy.
profit. The company should give priority to the cash dividend method (2) Profit distribution method
The board of directors may propose and implement dividends in the form of cash, shares or stock dividends when it deems necessary. Allocate shares through a combination of cash and stocks
(3) Interval of profit distribution. The company should give priority to the implementation of cash dividend distribution. In accordance with the "Company Law" and other relevant laws and regulations, the board of directors may propose and implement regulations and the provisions of this Articles of Association when it deems necessary. In principle, the company shall distribute stock dividends on an annual basis.
Profit distribution can be carried out according to the actual situation of the company (3) Interval of profit distribution
The company's profit situation and capital demand status will determine the mid-term profit distribution. In principle, if the conditions are met, the company will distribute every profit. Unless approved by the board of directors, profits shall be distributed at least once a year.
After the independent directors express independent opinions and the audit committee convenes the annual shareholders' meeting to review and approve the resolution of the annual profit subcommittee, the interval between two cash dividends can be reviewed and approved for the next year's interim cash in principle not less than six months. Conditions, upper limit of proportion and upper limit of amount of gold dividends
(4) Conditions and proportions of cash dividends, etc. The mid-term portion of the next year considered by the Annual Shareholders Meeting
The upper limit of the distributable profit realized by the company in the year should not exceed the net profit attributable to the company in the corresponding period (that is, the net profit to shareholders after the company makes up for losses and withdraws the provident fund. The board of directors can make a resolution based on the shareholders’ remaining after-tax profits) and accumulated undistributed profits. If the conditions for profit distribution are met, the upper limit shall be positive; formulated according to the company’s profit and capital needs.
The audit institution will provide a specific mid-term dividend plan for the company's financial report for that year.
Issue a standard unqualified audit report. (4) Conditions and proportions of cash dividends
- Cash dividend ratio 1. When the company plans to implement cash dividends, it should also meet the following conditions in the company's consolidated statement of the company each year:
The distributable profits attributable to the owners of the parent company (1) The company distributes dividends to shareholders in a certain proportion of the distributable profits realized in the year, in cash (that is, the profits distributed after the company makes up for losses and withdraws the reserve fund shall not be less than the company’s remaining after-tax profits realized in the year) and the accumulated undistributed profits are the positive values attributable to the owners of the parent company in the consolidated statement;
Distribute 5% of profits, and in the past three years, the company’s cash flow can meet the company’s operating and sustainable development needs. (2) The company’s cash flow can meet the company’s operating and sustainable development needs.
The average annual distributable profit achieved in the past three years (3) The audit institution’s audit of the company’s financial report for that year is 30%. The company's profit distribution shall not exceed the cumulative amount for which a standard unqualified audit report can be issued. The scope of profit distribution shall not damage the company's continued operation. 2. If the company encounters any of the following circumstances, it may be unable to operate. Implement cash dividends:
The company's board of directors should comprehensively consider the characteristics of the industry in which it operates: (1) The company has not achieved profitability in the current year;
Points, development stage, own business model, and profitability (2) The company’s current year’s operating net cash flow level and whether there are major capital expenditure arrangements, etc. or the net cash flow is negative;
Factors, distinguish the following situations, and in accordance with this Articles of Association (3) The company's asset-liability ratio at the end of the period exceeds 70%; differentiated cash dividends are proposed according to the prescribed procedures (4) The company's policy for a certain period in the foreseeable future: There is a major investment or cash expenditure plan, and
The company's development stage is in a mature stage and there are no major capital expenditure arrangements for the company in public disclosure documents. When distributing profits, it will explain that cash dividends may result in cash dividends accounting for the proportion of this profit distribution. The company's cash flow cannot meet the company's operating or investment needs. The minimum investment should reach 80%;
The company is in a mature stage of development and has major major investment plans or major cash expenditures, which are arranged in the form of capital expenditures. When profit distribution is made, the following situations apply:
The proportion of cash dividends in this profit distribution ① The company plans to make external investments in the next twelve months, which should reach a minimum of 40%; the cumulative expenditure on acquiring assets or purchasing equipment reaches
- If the company's development stage is in the growth stage and there are significant capital expenditure arrangements that exceed the company's latest audited net assets, 10% of the company's latest audited net assets will be distributed, and the amount exceeds 30 million yuan;
The proportion of cash dividends in this profit distribution ② The company plans to invest a minimum of 20% in external investments in the next twelve months. The cumulative expenditure for acquiring assets or purchasing equipment reaches: According to the explanation of the China Securities Regulatory Commission or more than the company's most recent audited total assets, cash dividends are "5% of this profit distribution."
The calculation caliber of "proportion" is: this cash 3. Cash dividend ratio
The dividend is divided by the current cash dividend and stock dividend. The company can take cash or as permitted by laws and regulations. way of distributing dividends. In the case where the company's normal development stage is difficult to distinguish but has major capital needs for production and operation, if there are no major expenditure arrangements, cash expenditure events can be handled in accordance with the provisions of the preceding paragraph, and the last three years will be handled in cash. The accumulated profits distributed shall not be less than the last three years
(5) Conditions for stock dividends: 30% of the realized annual average distributable profits. Company profit
The company's profit during the annual reporting period and the cumulative unprofitable distribution shall not exceed the cumulative distributable profit. The distributed profit is positive. limits and shall not damage the company's ability to continue operating.
When the audit institution issues the company's annual financial report, the company's board of directors should comprehensively consider the unqualified audit report that is standard for the industry in which it operates. points, development stage, own business model, profit
The board of directors believes that the company's stock price does not match the company's level, debt repayment ability, and whether there is any significant equity scale, the company's growth, capital expenditure arrangements, investor returns and other factors, dilution of net assets per share and other real and reasonable factors, distinguishes the following situations, and proposes a differentiated cash dividend policy in accordance with the procedures for relevant factors stipulated in this Articles of Association and has been disclosed in public disclosure documents: necessary analysis or explanation of rationality, and payment 1. If the company's development stage is mature and there is no significant capital stock dividend, which is conducive to the overall profit expenditure arrangement of all shareholders of the company, when distributing profits and cash dividends, a stock dividend distribution plan can be proposed under the condition that the above conditions for cash dividends are met.
Equity expansion keeps pace with performance growth. 2. The company is in a mature stage of development and has significant capital.
(6) Decision-making procedure for profit distribution plan If the financial expenditure arrangement is made, when profit distribution is carried out, the current
The company's profit distribution plan for each year consists of: The proportion of gold dividends in this profit distribution shall be at least 40% based on the company's annual profits and capital needs.
The company's development stage is in the growth stage and there are major investment opinions. If more than half of all directors of the board of directors make arrangements for cash expenditures, when profit distribution is carried out, the shareholders' meeting will vote for approval. After deliberation and approval, it will be submitted to the shareholders' meeting for review and approval. If the board of directors fails to make an annual cash dividend, the minimum should be 20%.
If there is a dividend plan, the reasons and the purpose and use of the funds retained by the company that are not used for cash dividends shall be stated. The calculation is: cash dividends divided by cash dividends and stock stock plans, and the independent directors shall express the sum of their independent intentions.
See. The company's development stage is difficult to distinguish but there is significant funding
- When the board of directors considers the specific plan and expenditure arrangements for cash dividends, it can follow the provisions of Item 3 of the preceding paragraph, and should carefully study and demonstrate the company's cash dividend handling.
The timing, conditions and minimum proportion of dividends, adjustments (5) Conditions for stock dividend distribution
Conditions and decision-making process requirements and other matters, independent 1. Directors who make profits during the company's annual reporting period and have accumulated undivided profits should express clear opinions; the profits allocated to independent directors are positive.
To solicit the opinions of small and medium-sized shareholders, propose dividends. 2. The audit institution issues a case for the company's annual financial report and directly submits it to the board of directors for review; standard unqualified audit report.
The shareholders will discuss the specific plan for cash dividends. 3. The board of directors believes that when the company's stock price and the company's shares are reviewed, it should proactively communicate and communicate with shareholders through multiple channels, including the dilution of the net assets of the company's shareholders, especially the small and medium-sized shareholders. Rationally conduct necessary analysis or explanations, issue opinions and demands of minority shareholders, and promptly respond to issues of concern to minority shareholders; the dividends from mid-ticket votes are conducive to the overall interests of all shareholders of the company; the above conditions for cash dividends can be satisfied.
When the conditions for cash dividends are met in the current year, a stock dividend distribution plan will be proposed to achieve shareholding. The board of directors did not propose to use cash to expand profits and keep pace with performance growth.
Profit distribution plan or in accordance with the decision-making process of profit distribution plan below the provisions of these Articles of Association (6) Decision-making process of profit distribution plan
When the company formulates a profit distribution policy, it shall explain the reasons and disclose them in the annual report, and shall comply with the decision-making procedures stipulated in the company's articles of association. The board of directors should establish that directors should express independent opinions on this matter. At the same time, when a shareholders' meeting is held to conduct a special study on shareholder return matters, the company's current year's profit distribution certificate, the formulation of a clear and clear shareholder return plan must be approved by more than 2/3 of the voting rights held by shareholders attending the shareholders' meeting, and the reasons for the planning arrangement shall be explained in detail, and the company shall provide information.
Online voting and other methods are used to facilitate the participation of small and medium-sized shareholders. The company's profit distribution plan is voted by the company's board of directors in conjunction with the shareholders' meeting; this Articles of Association, profitability, capital needs and shareholders
- The audit committee should propose and formulate return plans for the board of directors and management. The company should implement the company's profit distribution policy and shareholder return regulations and proactively supervise the situation and decision-making procedures of shareholders, especially small and medium-sized stocks, through multiple channels, communicate and exchange with shareholders, fully listen to the opinions and demands of small and medium-sized shareholders on shareholders who made profits during the year but have not proposed a profit distribution plan, respond to small and medium-sized shareholders in a timely manner, and express concerns about the implementation of relevant policies and plans.
Review opinions; When the company formulates a specific plan for cash dividends, the directors
- The shareholders' meeting shall carefully study and demonstrate the company's cash dividend provisions in accordance with laws, regulations and these Articles of Association and vote on the profit distribution plan proposed by the board of directors. conditions and decision-making process requirements and other matters, and it is necessary to
(6) The formulation and modification of profit distribution policy shall seek the opinions of all independent directors in advance in writing. When the company's board of directors formulates the profit distribution policy, independent directors can solicit the opinions of minority shareholders, and should fully consider the company's normal production and operation, propose dividend proposals, and directly submit the dividend proposal to the board of directors for review and approval.
Factors such as market performance, capital structure, and policy sustainability are factors that must be considered before the board of directors makes a decision on the profit distribution plan. The formulation and modification of profit distribution policies shall be submitted to the shareholders' meeting for review. When reviewing the profit distribution plan, the shareholders' meeting should fully listen to the opinions of the independent directors and the opinions of the small and medium-sized shareholders and small and medium-sized investors through various forms. If there are major changes in the company's external operating environment, it will provide shareholders with a way to vote online based on their opinions and demands.
Or the existing profit distribution policy affects the company. When the audit committee should respond to the board of directors to implement the company's profit going concern, the company's board of directors can submit modification policy procedures to the shareholders' meeting for supervision based on the internal distribution policy and shareholder return planning and changes in the external environment.
Profit distribution policy plan. The company’s board of directors proposed (7) Adjustment mechanism for profit distribution policy
The profit distribution policy should be modified based on the interests of shareholders and the company will maintain the continuity of the profit distribution policy, and focus on ensuring the stability of the interests of investors. If due to the company's own operating conditions, investment planning and long-term development needs, or according to the reasons detailed in the revised proposal, there are major changes in the revised external operating environment and it is really necessary to adjust the profit distribution policy. The adjusted profit distribution policy shall not violate the relevant provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange. The allocation policy shall not violate the formulation of profit distribution policies of the China Securities Regulatory Commission and the securities exchange company or the relevant provisions of the stock exchange. Relevant adjustments to profit distribution shall be submitted to the shareholders' meeting after being reviewed and approved by the board of directors. Policy proposals shall be reviewed by the board of directors based on the company's operating conditions. When reviewed by the shareholders' meeting, they shall be drafted by the shareholders present at the shareholders' meeting and the relevant provisions of the China Securities Regulatory Commission. They shall be submitted to the shareholders' meeting (including shareholders' agents) for review and approved by more than two-thirds of the voting rights of shareholders attending the shareholders' meeting. The shareholders' meeting must be approved by more than 2/3 of the voting rights. When the shareholders' meeting proposes to review the company's profit distribution policy, detailed arguments and reasons must be given when passing the resolution. Investor consultation phone calls, on-site surveys, investors When the board of directors formulates proposals to adjust profit distribution policies and fully listens to the public through interactive platforms and other methods, it should fully listen to the opinions of shareholders (especially public shareholders, and provide online voting and other methods for public investors) and independent directors. Provide facilities for directors and shareholders to participate in voting at shareholders’ meetings. The company's audit committee shall review and approve the proposal to adjust the profit distribution policy. The company's audit committee shall review the profit distribution policy formulated by the company's board of directors and shall be reviewed and approved by the audit committee in advance, or the profit distribution policy shall be modified. The audit committee shall approve the decision at the same time as the board of directors and the management upon the vote of more than half of all directors of the board of directors.
Supervise the implementation of the company's dividend policy. (8) Disclosure of profit distribution policy
The company shall disclose in detail the formulation and implementation of the cash dividend policy in its annual report, and provide special explanations on the following matters:
Whether it complies with the provisions of the company's articles of association or the requirements of the shareholders' meeting resolution;
Whether the dividend standards and proportions are clear and clear;
Whether the relevant decision-making procedures and mechanisms are complete;
If the company fails to distribute cash dividends, it should disclose the specific reasons and the next steps it plans to take to enhance investor returns;
Whether small and medium-sized shareholders have the opportunity to fully express their opinions and demands, and whether the legitimate rights and interests of small and medium-sized shareholders are fully protected.
If the cash dividend policy is adjusted or changed, a detailed explanation of whether the conditions and procedures for adjustment or change are compliant and transparent shall be explained in detail.
Ming.
Article 161 The Company’s Shareholders’ Meeting on Profits Article 162 After the Company’s Shareholders’ Meeting has made a resolution on the profit distribution plan, or after the Company’s Director Allocation Plan has made a resolution, or the Company’s Board of Directors will formulate a specific plan based on the mid-term dividend conditions and upper limit for the next year reviewed and approved by the Annual Shareholders’ Meeting, the specific plan must be completed within 2 months after the shareholders’ meeting. The distribution of dividends (or shares) must be completed within 2 months. Distribution matters.
Except for the above revised provisions, other provisions of the Articles of Association remain unchanged. The company's board of directors also requested the shareholders' meeting to authorize the board of directors and its authorized personnel to promptly handle the relevant procedures for changes and filing of the "Articles of Association" with the industrial and commercial registration authorities. The above changes are ultimately subject to approval by the industrial and commercial registration authority, and the revised Articles of Association will be disclosed on the Shanghai Stock Exchange website (http://www.sse.com.cn) on the same day.
This matter still needs to be submitted to the company's shareholders' meeting for review.
3. The company’s revision and formulation of some governance systems
In accordance with the provisions of laws, regulations and normative documents such as the "Company Law of the People's Republic of China", "Guidelines for Articles of Association of Listed Companies (2025 Revision)", "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules", "Shanghai Stock Exchange Science and Technology Innovation Board Listed Companies Self-Regulatory Guidelines No. 1 - Standardized Operations" and other laws, regulations and normative documents, combined with the company's actual situation, the company formulated the "Public Opinion Management System", "Remuneration Management System" and "Director and Senior Management Resignation Management System", and also revised the "Board Strategy and ESG Committee Working Rules" and "Contract Management System". Among them, the "Remuneration Management System" still needs to be submitted to the company's shareholders' meeting for review.
The full text of some of the formulated and revised governance systems was disclosed on the Shanghai Stock Exchange website (www.sse.com.cn) on the same day.
Announcement is hereby made.
Board of Directors of Chengdu Sennuo Biotechnology Co., Ltd.
April 24, 2026