Kanghong Pharmaceutical: Announcement of Board Resolutions in Semi-annual Report
Securities code: 002773 Securities abbreviation: Kanghong Pharmaceutical Announcement number: 2025-043 Chengdu Kanghong Pharmaceutical Group Co., Ltd.
Announcement of Resolutions of the Twelfth Meeting of the Eighth Board of Directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, and that there are no false records, misleading statements or major omissions.
1. Convening of board of directors meetings
The twelfth meeting of the eighth board of directors of Chengdu Kanghong Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Company") was held on August 27, 2025 in the company's conference room through a combination of on-site and communication methods. Notice of the meeting has been issued to all directors in writing, fax or email on August 17, 2025. Nine directors should be present at this board meeting, and nine directors actually attended (including: Director Mr. Wang Lin, independent directors Mr. Zhou Demin, Mr. Deng Hongguang, and Ms. Xu Nan attended by communication). The meeting was chaired by Chairman Mr. Ke Zunhong, and the company's supervisors, board secretaries, and senior managers attended the meeting. The convening of this meeting complied with the relevant provisions of the Company Law of the People's Republic of China and the Articles of Association of Chengdu Kanghong Pharmaceutical Group Co., Ltd.
2. Review status of board of directors meeting
The meeting passed the following resolutions by written vote:
- The meeting reviewed and approved the "2025 Semi-annual Report and Summary" with 9 votes in favor, 0 votes against, and 0 abstentions.
The "2025 Semi-annual Report" disclosed in the company's designated letter on August 28, 2025
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Information disclosure media Juchao Information Network (http://www.cninfo.com.cn); the "2025 Semi-annual Report Summary" was disclosed on August 28, 2025 in the company's designated information disclosure media "Securities Times", "China Securities Journal", "Shanghai Securities News", "Securities Daily" and Juchao Information Network (http://www.cninfo.com.cn).
This proposal has been reviewed and approved by the Audit Committee and agreed to be submitted to the company's Board of Directors for review.
- The meeting reviewed and approved the "Special Report on the Deposit and Use of Funds Raised in the Half-Year 2025" with 9 votes in favor, 0 votes against, and 0 abstentions.
The "Special Report on the Storage and Use of Funds Raised in the Half-Year of 2025" was disclosed on August 28, 2025 in the company's designated information disclosure media, Cninfo Network (http://www.cninfo.com.cn).
This proposal has been reviewed and approved by the Audit Committee and agreed to be submitted to the company's Board of Directors for review.
- The meeting reviewed and approved the "Proposal on Fulfilling the Exercise Conditions for the Third Exercise Period of the Reserved Grant Part of the 2021 Stock Option Incentive Plan" with 9 votes in favor, 0 votes against, and 0 abstentions.
The board of directors has reviewed the exercise conditions stipulated in the company's "2021 Stock Option Incentive Plan (Draft)" and believes that the individual performance assessment results of each incentive target are compliant and true, and there are no falsehoods, intentional concealments or major misunderstandings. The exercise conditions for the third exercise period of the reserved grant portion of the company's 2021 stock option incentive plan have been met, and are in compliance with the conditions stipulated in relevant laws, regulations and normative documents, and there is no harm to the interests of the company and all shareholders. Agree to go through the independent exercise procedures for the third exercise period for the two incentive targets who have reserved the grant portion. The number of stock options that can be exercised is 35,400, and the exercise price is 13.84
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Yuan/portion.
The "List of Exercisable Incentive Objects for the Third Exercise Period of the Reserved Grant Part of the 2021 Stock Option Incentive Plan" was disclosed on the company's designated information disclosure media, Cninfo.com (http://www.cninfo.com.cn) on August 28, 2025; It is disclosed daily in the company's designated information disclosure media "Securities Times", "China Securities News", "Shanghai Securities News", "Securities Daily" and the Juchao Information Network (http://www.cninfo.com.cn).
This proposal has been reviewed and approved by the Remuneration and Assessment Committee and agreed to be submitted to the company's Board of Directors for review. Beijing Tongshang (Chengdu) Law Firm issued a legal opinion on the fulfillment of the conditions for this exercise.
- The meeting reviewed and approved the "Proposal on Cancellation of Partial Stock Options of the 2021 Stock Option Incentive Plan" with 5 votes in favor, 0 votes against, and 0 abstentions.
Since related directors Mr. Ke Zunhong, Mr. Ke Xiao, Ms. Zhong Jianrong and Mr. Yin Jinqun are incentive targets or their related parties, they have avoided voting on this proposal.
As some incentive targets did not fully meet the personal performance assessment standards in 2024, the third exercise period of the first grant was not exercised, and the second exercise period of the reserved grant was not exercised, the company decided to cancel a total of 524,300 stock options that had been granted but not yet exercised to 31 incentive targets. After review, the board of directors believes that this cancellation is in compliance with the company's "2021 Stock Option Incentive Plan (Draft)" and relevant laws and regulations. This cancellation of some stock options in the 2021 Stock Option Incentive Plan is legal and valid. "Announcement on Cancellation of Partial Stock Options of the 2021 Stock Option Incentive Plan" was published on
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On August 28, 2025, it was disclosed in the company's designated information disclosure media "Securities Times", "China Securities News", "Shanghai Securities News", "Securities Daily" and Juchao Information Network (http://www.cninfo.com.cn).
This proposal has been reviewed and approved by the Remuneration and Assessment Committee and agreed to be submitted to the company's Board of Directors for review. Beijing Tongshang (Chengdu) Law Firm issued a legal opinion on this cancellation matter.
- The meeting reviewed and approved the "Proposal on Adjusting the Company's Organizational Structure" with 9 votes in favor, 0 votes against, and 0 abstentions.
In order to further integrate resources and promote the efficiency and results of chemical drug R&D projects, it was agreed to integrate the company's existing first-level department product technology center and new drug research institute into the chemical drug research institute.
3. Documents for reference
Resolution of the 12th meeting of the company’s eighth board of directors;
Resolutions of the Audit Committee Meeting of the Eighth Board of Directors;
Resolution of the Remuneration and Appraisal Committee Meeting of the Eighth Board of Directors.
Announcement is hereby made.
Board of Directors of Chengdu Kanghong Pharmaceutical Group Co., Ltd. August 27, 2025
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