Boya Biotech: The company’s announcement on amending the “Articles of Association” and its attachments
Securities code: 300294 Securities abbreviation: Boya Biotechnology Announcement number: 2026-018
China Resources Boya Biopharmaceutical Group Co., Ltd.
Announcement on Amending the Articles of Association and its Annexes
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and that there are no false records,
Misleading statements or material omissions.
China Resources Boya Biopharmaceutical Group Co., Ltd. (hereinafter referred to as the company) on March 19, 2026
The 18th meeting of the 8th Board of Directors was convened on the
Proposal for the case. The relevant situation is now announced as follows:
1. Specific revisions to the "Articles of Association"
In accordance with the relevant provisions of the Company Law and based on the actual situation of the company, the company adjusts its legal representative and available
Added relevant descriptions of the responsibilities and obligations of the Vice Chairman. At the same time, the relevant provisions in the "Articles of Association" and the "Company Shares"
Relevant systems such as the Rules of Procedure of the Eastern Conference and the Rules of Procedure of the Company’s Board of Directors have also been revised accordingly. Specific revisions
The situation is as follows:
Before modification After modification
Article 8 The president is the legal representative of the company. Article 8 The legal representative of the company shall be the person representing the company. Directors who execute company affairs shall be appointed by the directors.
If the president who serves as the legal representative resigns, he shall be elected by the board of directors.
shall be deemed to have resigned as the legal representative at the same time. If a director who serves as the legal representative resigns, it shall be deemed that
If the legal representative resigns, the company shall resign the legal representative at the same time.
The legal representative shall be determined within thirty days from the date of resignation. If the legal representative resigns, the company shall appoint a new legal representative. The new law shall be determined within thirty days from the date of resignation of the representative.
The legal representative is a civil representative who works in the name of the company.
Any legal consequences shall be borne by the company. Civil affairs engaged in by the legal representative in the name of the company
The legal consequences of the activities of the legal representative of this Articles of Association or the shareholders' meeting shall be borne by the company.
Limitations on authority shall not conflict with bona fide counterparts. The Articles of Association or the shareholders’ meeting determine the legal representative’s position.
If the legal representative has restrictions on his rights due to the performance of his duties, he shall not confront his bona fide counterparty.
If any person is harmed, the company shall bear civil liability. If the legal representative of a company causes another company to bear civil liability due to the performance of his duties, if the damage is caused in accordance with the law or this Article, the company shall bear the civil liability. If the company fulfills the provisions of the Articles of Association, it may recover civil liability from the at-fault legal representative in accordance with the law or the person specified in the Articles of Association. It is stipulated that compensation can be recovered from the legal representative who is at fault.
Article 72 The shareholders' meeting shall be presided over by the chairman of the board of directors. Article 72 The shareholders' meeting shall be presided over by the chairman of the board of directors. hold. When the chairman of the board of directors is unable or fails to perform his duties, he shall be chaired by the vice chairman of the board of directors jointly elected by more than half of the directors (the company has two or more deputy directors).
The shareholders' meeting convened by the Audit Committee shall be presided over by the Chairman. If the Vice Chairman is unable to perform his duties, the convener of the Audit Committee shall preside over the meeting. When the Audit Committee fails to perform its duties or fails to perform its duties, it shall be presided over by a director recommended by more than half of the directors who convened the meeting to be unable or default to perform their duties.
At that time, the shareholders' meeting convened by the Audit Committee itself 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. Audit Committee Convener
A shareholders' meeting convened by a shareholder on his or her own initiative shall be presided over by a majority of the shareholders or their elected representatives if the convenor is unable or fails to perform their duties. An auditor jointly recommended by the members of the Audit Committee
When convening a shareholders' meeting, the chairperson of the meeting violates the presiding of the committee members.
If the rules of procedure make it impossible for the shareholders' meeting to continue, a shareholders' meeting convened by the shareholders themselves shall be presided over by the convener or a representative elected by more than half of the voting rights present at the shareholders' meeting.
If the shareholders agree, the shareholders' meeting can elect one person to serve as the chairman. When convening the shareholders' meeting, the presiding officer violates the presiding order and continues the meeting. If the rules make it impossible for the shareholders' meeting to continue, with the consent of more than half of the shareholders with voting rights present at the shareholders' meeting, the shareholders' meeting may elect one person to serve as the host of the meeting and continue the meeting.
Article 115 The Board of Directors shall determine the authority to determine external investment, acquisition and sale of assets, asset mortgage, asset mortgage, pledge, external guarantee matters, entrusted financial management, related external guarantee matters, entrusted financial management, related transactions, external transactions, external donations, etc., establish strict authority for donations, etc., and establish strict review and decision-making procedures; major investment projects shall Major investment projects shall be reviewed by relevant experts and professionals, and submitted to the shareholders' meeting for approval. and submit it to the shareholders' meeting for approval. In addition to relevant national laws and regulations, departmental rules and regulations
Except as otherwise provided by relevant national laws, regulations, departmental rules, regulations or these Articles of Association, the Board of Directors has the authority to make decisions on the following matters that do not meet the approval standards of the shareholders' meeting: 1. Comply with the provisions of Article 47 of these Articles of Association,
- Follow the provisions of Article 47 of the Articles of Association to review and approve the purchase of assets with an amount greater than 30 million yuan, the purchase of foreign investment (including entrusted financial management, investment in subsidiaries, etc., except for the establishment or increase of capital of wholly-owned subsidiaries), leasing or company investment, the establishment or increase of capital of wholly-owned subsidiaries, with the amount of more than 30 million yuan. Leasing out assets, signing management contracts (except entrustment), renting or leasing assets, signing management operations, entrusted operations, etc.), receiving assets, creditor's rights or contracts (including entrusted operation, entrusted operation debt restructuring, signing license agreements, giving up rights (including, etc.), receiving assets, creditor's rights or debt restructuring, giving up the right of first refusal, preemptive subscription of capital contribution rights, etc.), signing license agreements, giving up rights (including giving up other transactions recognized by the stock exchange, etc.;
rights of first refusal, priority rights to subscribe for capital contributions, etc.), 2. Approval of the provision of guarantees and financial assistance; other transactions recognized by the stock exchange, etc.; 3. Approval of R&D projects with an amount greater than 20 million yuan
Establishment and implementation of projects that do not meet the standards for review by the shareholders' meeting, including independent research and development projects, external guarantees and financial assistance matters; external introduction and cooperative research and development projects;
For R&D projects with an approval amount of more than 20 million yuan, the establishment and implementation of the above R&D projects are calculated based on the overall project, including independent research and development.
The establishment of the above R&D projects will be implemented as an overall project (Phase III clinical development), and the amount will be calculated after the completion of the previous stage, and will be reported to the superior authority for review according to each stage of R&D (exploratory stage research);
Projects, preclinical development, Phase I clinical development, II 4, asset disposal with an approved amount of more than 10 million yuan, phase III clinical development, phase III clinical development) implementation, acquisition matters, including sale of assets (including product rights, management rights, etc.), transfer, scrapping, losses, subsidiary bankruptcy unit review; assets and dissolution and other matters.
Asset disposal matters with an approved amount of more than 10 million yuan. 5. Single asset disposal matters with an approved amount of more than 5 million yuan, including sale of assets (including product impairment or write-off of single assets of more than 2 million yuan; equity, operating rights, etc.), transfer, scrapping, liquidation, etc. 6. Approval amount of more than 500,000 yuan within the annual budget, loss, bankruptcy and dissolution of subsidiaries, etc. Yuanhe's extra-budgetary charity activities exceeding RMB 300,000
Approval of individual projects or the same individual external donation project with an amount of more than 5 million yuan;
Asset impairment or individual assets exceeding RMB 2 million 7. Approval of transactions with an amount greater than RMB 3 million and write-off; Transactions of related legal persons (the company provides guarantees, provides
Examine and approve transactions with related natural persons whose transaction amount exceeds 500,000 yuan within the annual budget and exceed 300,000 yuan in extra-budgetary charity transactions with related natural persons (except for corporate welfare activities or the same single external donation project; except for the company providing guarantees and providing financial assistance).
To review and approve the matters mentioned in the preceding paragraph with a transaction amount greater than 3 million yuan, transactions with related legal persons that occur within 12 consecutive months (transactions of the same category and related subject matter for which the company provides guarantees, except for the cumulative guarantee and provision of financial assistance); the transaction amount is calculated based on the number of transactions reviewed.
The amount is greater than 300,000 yuan and related natural persons. In order to improve the efficiency of decision-making, the board of directors can exclude some decision-making matters according to the transaction matters (the company provides guarantees and provides finance under the principle of "authorization without exemption", except granting funding). exercised by the chairman or president.
The matters mentioned in the preceding paragraph shall be issued within 12 consecutive months.
Transactions of the same category with related subject matter, in order to
The cumulative number is used to calculate the transaction amount.
To improve decision-making efficiency, the board of directors can
According to the principle of "authorization without exemption", some decision-making matters will be
Items are granted to the chairman or president for exercise.
Article 116 The Board of Directors shall have directors. Article 116 The Board of Directors shall have one chairman and one chairman. The chairman of the board of directors consists of all directors, and may have a vice chairman of the board. The Chairman and Vice Chairman are elected by a majority vote. Elected by a majority of all directors by the board of directors.
Article 118 If the chairman of the company is unable or fails to perform his duties, he shall assist the chairman in his work. If the chairman of the company is unable to perform his duties and half of the directors jointly elect a director to perform his duties or fails to perform his duties, the vice chairman shall perform his duties. (If the company has two or more vice-chairmen, the vice-chairman jointly elected by more than half of the directors shall perform his duties); if the vice-chairman is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall perform his duties.
The proposal still needs to be submitted to the company's shareholders' meeting for review, and must be approved by three-thirds of the voting rights held by shareholders attending the meeting.
Two or more passed. At the same time, the company's board of directors requested the shareholders' meeting to authorize the board of directors to designate a special person to perform the duties as permitted by laws and regulations.
Within the scope permitted, handle industrial and commercial registration changes and filing and other related matters. The final changes will be reported to the industrial and commercial registration machine.
The relevant approved content shall prevail.
2. Documents for reference
Resolution of the 18th meeting of the 8th Board of Directors.
Announcement is hereby made.
Board of Directors of China Resources Boya Biopharmaceutical Group Co., Ltd.
March 21, 2026