Aosaikang: Announcement of Resolutions of the Second Extraordinary General Meeting of Shareholders in 2025
Securities code: 002755 Securities abbreviation: Aosaikang Announcement number: 2025-050
Beijing Aosaikang Pharmaceutical Co., Ltd.
Announcement of Resolutions of the Second Extraordinary General Meeting of Shareholders in 2025
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete.
It is complete and there are no false records, misleading statements or major omissions.
Special reminder
There are no additions, changes, or rejections of proposals at this shareholders’ meeting;
This shareholders’ meeting does not involve changes to the resolutions passed by previous shareholders’ meetings.
1. Meeting status
Session of the shareholders’ meeting: the second extraordinary shareholders’ meeting in 2025
The convener of the shareholders’ meeting: the company’s board of directors.
Legality and compliance of the meeting: The convening and convening of this shareholders' meeting complied with the provisions of the "Company Law", "Rules of Shareholders' Meetings of Listed Companies" and other relevant laws and regulations, departmental rules, normative documents and the "Articles of Association".
Date and time of the meeting:
(1) On-site meeting time: 14:00 on September 19, 2025 (Friday)
(2) Online voting time: September 19, 2025
Among them, the specific time for online voting through the Shenzhen Stock Exchange’s trading system is: 9:15-9:25, 9:30-11:30, 13:00-15:00 on September 19, 2025; the specific time for voting through the Shenzhen Stock Exchange’s Internet voting system is any time between 9:15-15:00 on September 19, 2025.
On-site meeting location: Conference Room 1 on the 5th floor of Nanjing Jiangning Huifeng Hotel.
Host of the on-site meeting: Chairman Mr. Chen Qingcai.
Equity registration date: September 11, 2025 (Thursday).
Meeting method: This meeting adopts a combination of on-site voting and online voting.
2. Meeting attendance
- Overall attendance of shareholders:
A total of 124 shareholders or proxies attended the on-site meeting of shareholders and shareholders who voted online, representing 703,991,338 shares, accounting for 75.8480% of the company's total shares with valid voting rights.
Among them: a total of 6 shareholders or proxies attended the on-site meeting of shareholders, representing 699,019,106 shares, accounting for 75.3123% of the company’s total shares with valid voting rights; according to the online voting results provided by Shenzhen Securities Information Co., Ltd., a total of 118 shareholders participated in the online voting of this shareholders’ meeting, representing 4,972,232 shares, accounting for 0.5357% of the company’s total shares with valid voting rights.
- Overall attendance of small and medium shareholders:
A total of 120 small and medium-sized shareholders (other than the company's directors, supervisors, senior managers and shareholders who individually or collectively hold more than 5% of the company's shares) and shareholder authorized representatives attended the on-site meeting of shareholders and voted online, representing 32,218,045 shares, accounting for 3.4712% of the company's total shares with valid voting rights.
Among them: 2 small and medium shareholders or agents attended the on-site meeting, representing 27,245,813 shares, accounting for 2.9355% of the company’s total shares with valid voting rights; 118 small and medium shareholders participated in online voting, representing 4,972,232 shares, accounting for 0.5357% of the company’s total shares with valid voting rights.
- The meeting was presided over by Mr. Chen Qingcai, the company’s chairman. The company’s directors, supervisors and senior managers attended or attended the shareholders’ meeting. Guoco Law Firm (Nanjing) appointed lawyers to attend the shareholders' meeting to witness and issue legal opinions.
3. Proposal review and voting status
This general meeting of shareholders voted using a combination of on-site voting and online voting, and the following proposals were reviewed and approved:
- Consider and approve the "Proposal on Amending the Articles of Association"
(1) Voting results: 703,804,426 shares were approved, accounting for 99.9734% of the total number of shares with valid voting rights held by all shareholders attending the meeting; 36,040 shares were opposed, accounting for 0.0051% of the total number of shares with valid voting rights held by all shareholders attending the meeting; 150,872 shares were abstained (of which 100 shares abstained by default due to failure to vote) shares), accounting for 0.0214% of the total number of shares with valid voting rights held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized shareholders were as follows: 32,031,133 shares were approved, accounting for 99.4199% of the total number of shares with valid voting rights held by small and medium-sized shareholders attending the meeting; 36,040 shares were opposed, accounting for 0.1119% of the total number of shares with valid voting rights held by small and medium-sized shareholders attending the meeting; 150,872 shares were abstained (among them, abstention by default due to failure to vote) 100 shares), accounting for 0.4683% of the total number of shares with valid voting rights held by minority shareholders attending the meeting.
(2) Voting result: reviewed and approved.
After the revision of the "Articles of Association" is completed, the company will no longer have a board of supervisors and supervisors, and the duties of the former chairman of the board of supervisors Chen Jing and employee representative supervisors Xue Hongfang and Zhao Yanrong will be terminated. The powers of the Board of Supervisors are exercised by the Audit Committee of the Board of Directors. The company's "Rules of Procedure for the Supervisory Board" and other relevant systems of the Supervisory Board will be abolished accordingly.
- Review and approve the "Proposal on Amending the Company's Relevant Governance Systems" item by item
2.01 The "Proposal on Amending the Rules of Procedure of the Shareholders' Meeting" was considered and approved
(1) Voting results: 699,714,421 shares were approved, accounting for 99.3925% of the total number of shares with valid voting rights held by all shareholders attending the meeting; 4,125,845 shares were opposed, accounting for 0.5861% of the total number of shares with valid voting rights held by all shareholders attending the meeting; 151,072 shares were abstained (of which 100 shares abstained by default due to failure to vote) shares), accounting for 0.0215% of the total number of shares with valid voting rights held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized shareholders were: 27,941,128 shares were approved, accounting for 86.7251% of the total number of shares with valid voting rights held by small and medium-sized shareholders attending the meeting; 4,125,845 shares were opposed, accounting for 12.8060% of the total number of shares with valid voting rights held by small and medium-sized shareholders attending the meeting; 151,072 shares were abstained (of which 100 shares were abstained by default due to failure to vote) shares), accounting for 0.4689% of the total number of shares with valid voting rights held by small and medium-sized shareholders attending the meeting.
(2) Voting result: reviewed and approved.
2.02 Considered and approved the "Proposal on Amending the Rules of Procedure of the Board of Directors"
(1) Voting results: 699,714,421 shares were approved, accounting for 99.3925% of the total number of shares with valid voting rights held by all shareholders attending the meeting; 4,125,845 shares were opposed, accounting for 0.5861% of the total number of shares with valid voting rights held by all shareholders attending the meeting; 151,072 shares were abstained (of which 100 shares abstained by default due to failure to vote) shares), accounting for 0.0215% of the total number of shares with valid voting rights held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized shareholders were: 27,941,128 shares were approved, accounting for 86.7251% of the total number of shares with valid voting rights held by small and medium-sized shareholders attending the meeting; 4,125,845 shares were opposed, accounting for 12.8060% of the total number of shares with valid voting rights held by small and medium-sized shareholders attending the meeting; 151,072 shares were abstained (of which 100 shares were abstained by default due to failure to vote) shares), accounting for 0.4689% of the total number of shares with valid voting rights held by small and medium-sized shareholders attending the meeting.
(2) Voting result: reviewed and approved.
2.03 The "Proposal on Amending the Measures for the Administration of Overseas Investment" was reviewed and approved
(1) Voting results: 699,713,621 shares were approved, accounting for 99.3924% of the total number of shares with valid voting rights held by all shareholders attending the meeting; 4,125,845 shares were opposed, accounting for 0.5861% of the total number of shares with valid voting rights held by all shareholders attending the meeting; 151,872 shares were abstained (of which 900 shares abstained by default due to failure to vote) shares), accounting for 0.0216% of the total number of shares with valid voting rights held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized shareholders were: 27,940,328 shares were approved, accounting for 86.7226% of the total number of shares with valid voting rights held by small and medium-sized shareholders attending the meeting; 4,125,845 shares were opposed, accounting for 12.8060% of the total number of shares with valid voting rights held by small and medium-sized shareholders attending the meeting; 151,872 shares were abstained (of which 900 shares abstained by default due to failure to vote) shares), accounting for 0.4714% of the total number of shares with valid voting rights held by small and medium-sized shareholders attending the meeting.
(2) Voting result: reviewed and approved.
2.04 The "Proposal on Amending the Measures for the Management of Raised Funds" was reviewed and approved
(1) Voting results: 699,709,066 shares were approved, accounting for 99.3917% of the total number of shares with valid voting rights held by all shareholders attending the meeting; 4,130,400 shares were opposed, accounting for 0.5867% of the total number of shares with valid voting rights held by all shareholders attending the meeting; 151,872 shares were abstained (of which 900 shares abstained by default due to failure to vote) shares), accounting for 0.0216% of the total number of shares with valid voting rights held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized shareholders were as follows: 27,935,773 shares were approved, accounting for 86.7085% of the total number of shares with valid voting rights held by small and medium-sized shareholders attending the meeting; 4,130,400 shares were opposed, accounting for 12.8201% of the total number of shares with valid voting rights held by small and medium-sized shareholders attending the meeting; 151,872 shares were abstained (of which 900 shares abstained by default due to failure to vote) shares), accounting for 0.4714% of the total number of shares with valid voting rights held by small and medium-sized shareholders attending the meeting.
(2) Voting result: reviewed and approved.
2.05 The "Proposal on Amending the Related Party Transaction Management System" was reviewed and approved
(1) Voting results: 699,709,066 shares were approved, accounting for 99.3917% of the total number of shares with valid voting rights held by all shareholders attending the meeting; 4,130,400 shares were opposed, accounting for 0.5867% of the total number of shares with valid voting rights held by all shareholders attending the meeting; 151,872 shares were abstained (of which 900 shares abstained by default due to failure to vote) shares), accounting for 0.0216% of the total number of shares with valid voting rights held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized shareholders were as follows: 27,935,773 shares were approved, accounting for 86.7085% of the total number of shares with valid voting rights held by small and medium-sized shareholders attending the meeting; 4,130,400 shares were opposed, accounting for 12.8201% of the total number of shares with valid voting rights held by small and medium-sized shareholders attending the meeting; 151,872 shares were abstained (of which 900 shares abstained by default due to failure to vote) shares), accounting for 0.4714% of the total number of shares with valid voting rights held by small and medium-sized shareholders attending the meeting.
(2) Voting result: reviewed and approved.
2.06 The "Proposal on Amending the "External Guarantee Management System"" was reviewed and approved
(1) Voting results: 699,701,366 shares were approved, accounting for 99.3906% of the total number of shares with valid voting rights held by all shareholders attending the meeting; 4,138,100 shares were opposed, accounting for 0.5878% of the total number of shares with valid voting rights held by all shareholders attending the meeting; 151,872 shares were abstained (of which 900 shares abstained by default due to failure to vote) shares), accounting for 0.0216% of the total number of shares with valid voting rights held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized shareholders were: 27,928,073 shares were approved, accounting for 86.6846% of the total number of shares with valid voting rights held by small and medium-sized shareholders attending the meeting; 4,138,100 shares were opposed, accounting for 12.8440% of the total number of shares with valid voting rights held by small and medium-sized shareholders attending the meeting; 151,872 shares were abstained (of which 900 shares abstained by default due to failure to vote) shares), accounting for 0.4714% of the total number of shares with valid voting rights held by small and medium-sized shareholders attending the meeting.
(2) Voting result: reviewed and approved.
2.07 The "Proposal on Amending the Working System of Independent Directors" was reviewed and approved
(1) Voting results: 699,713,721 shares were approved, accounting for 99.3924% of the total number of shares with valid voting rights held by all shareholders attending the meeting; 4,125,845 shares were opposed, accounting for 0.5861% of the total number of shares with valid voting rights held by all shareholders attending the meeting; 151,772 shares were abstained (of which 800 shares abstained by default due to failure to vote) shares), accounting for 0.0216% of the total number of shares with valid voting rights held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized shareholders were: 27,940,428 shares were approved, accounting for 86.7229% of the total number of shares with valid voting rights held by small and medium-sized shareholders attending the meeting; 4,125,845 shares were opposed, accounting for 12.8060% of the total number of shares with valid voting rights held by small and medium-sized shareholders attending the meeting; 151,772 shares were abstained (of which 800 shares abstained by default due to failure to vote) shares), accounting for 0.4711% of the total number of shares with valid voting rights held by small and medium-sized shareholders attending the meeting.
(2) Voting result: reviewed and approved.
The above-mentioned motions 1.00, 2.01 and 2.02 are special resolution matters and were passed by more than two-thirds of the voting rights held by shareholders (including shareholders’ proxies) who have attended the shareholders’ meeting. The remaining resolutions are ordinary resolution matters and must be passed by more than half of the voting rights held by shareholders (including shareholders' proxies) who have attended the shareholders' meeting.
According to the statistical results of the meeting, the proposals submitted for consideration at this shareholders' meeting were all passed by the number of voting rights that complied with the "Company Law of the People's Republic of China", "Rules of Shareholders' Meetings of Listed Companies" and other relevant laws, regulations and the "Articles of Association".
4. Legal opinions issued by lawyers
Guoco Law Firm (Nanjing) appointed lawyers Wu Congying and Li Le to witness the meeting on site, and issued the "Legal Opinion on the Second Extraordinary General Meeting of Shareholders of Beijing Aosaikang Pharmaceutical Co., Ltd. in 2025".
The legal opinion stated that the convening and convening procedures of the company's shareholders' meeting complied with the provisions of the Company Law and other relevant laws and regulations, the Rules of Shareholders' Meetings and the Articles of Association. The qualifications of the persons attending the shareholders' meeting and the convener of the meeting were legal and valid. The voting procedures and voting results of this shareholders' meeting were legal and valid.
5. Documents for reference
Resolution of the second extraordinary general meeting of shareholders of Beijing Aosaikang Pharmaceutical Co., Ltd. in 2025;
"Legal Opinion on the Second Extraordinary General Meeting of Shareholders of Beijing Aosaikang Pharmaceutical Co., Ltd. in 2025" issued by Guoco Law Firm (Nanjing).
Announcement is hereby made.
Board of Directors of Beijing Aosaikang Pharmaceutical Co., Ltd.
September 19, 2025