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/[Temporary Announcement] Sanhe Pharmaceutical: Announcement of Resolutions of the Fifth Meeting of the Fourth Board of Directors
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[Temporary Announcement] Sanhe Pharmaceutical: Announcement of Resolutions of the Fifth Meeting of the Fourth Board of Directors

NEEQ
2025/12/31

Announcement number: 2025-028 Securities code: 837106 Securities abbreviation: Sanhe Pharmaceutical Sponsoring broker: Yingda Securities

Guangxi Wuzhou Sanhe Pharmaceutical Co., Ltd.

Announcement of Resolutions of the Fifth Meeting of the Fourth Board of Directors

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 major omissions, and guarantee the authenticity, accuracy and completeness of the contents.

Bear individual and joint legal liability.

1. Meeting convening and attendance

(1) Meeting status

  1. Meeting time: December 30, 2025

  2. Meeting method: √On-site meeting □Electronic communication meeting

  3. Meeting location: Conference room on the third floor of the company

  4. Time and method of issuing notice of board meeting: December 22, 2025, by telephone

  5. Conference host: Chen Minfei

  6. Personnel attending the meeting: company supervisors and financial director

  7. Explanation on the legality and compliance of the convening situation:

The meeting was held in compliance with the provisions of the Company Law of the People's Republic of China and the Articles of Association of Guangxi Wuzhou Sanhe Pharmaceutical Co., Ltd., and the resolutions made were legal and valid.

Announcement number: 2025-028

(2) Meeting attendance

The meeting shall be attended by 7 directors and 7 directors shall be present and authorized to attend.

2. Proposal review status

(1) Review and approval of the "About the Company's Application to Bank of China Co., Ltd. Wuzhou Branch"

Proposal on a one-year working capital loan of RMB 700,000 yuan"

  1. Contents of the motion:

Due to the continuous expansion of the company's production scale and the large demand for funds, it plans to apply for a one-year RMB working capital loan of RMB 7 million from the Wuzhou Branch of Bank of China Co., Ltd. to be used for the relay Tongbao business. Of the 7 million yuan working capital loan, 5 million yuan of the working capital loan was guaranteed by Wuzhou Small and Micro Enterprise Financing Guarantee Co., Ltd., and the 200,000 yuan working capital loan was in the form of credit. The company's shareholders Chen Minfei, Chen Songmin, and Cao Yun provided a joint liability guarantee to Bank of China Co., Ltd. Wuzhou Branch for the above loan. At the same time, the company's shareholders Chen Minfei, Chen Songmin, and Cao Yun provided joint liability guarantees and counter-guarantees to Wuzhou Small and Micro Enterprise Financing Guarantee Co., Ltd. for the above-mentioned loans. The loan is repaid based on the company's sales revenue and other income. The motion also confirms that the company will open an account at Bank of China for the withdrawal of funds. (All credit extensions are subject to the final approval of Wuzhou Small and Micro Enterprise Financing Guarantee Co., Ltd. and Bank of China Co., Ltd. Guangxi Branch)

  1. Avoidance of voting:

According to Article 106 of the "Governance Rules for Companies Listed on the National Equities Exchange and Quotations", transactions in which the company obtains unilateral benefits, including receiving cash assets as gifts, obtaining debt relief, accepting guarantees and funding, etc., can be exempted from review as related transactions, and related parties do not need to avoid voting.

Announcement No.: 2025-028 3. Voting results of the motion: 7 votes in favor; 0 votes against; 0 abstentions.

  1. Submit the voting status of the shareholders’ meeting:

This proposal still needs to be submitted to the shareholders' meeting for review.

(2) Consideration and adoption of the “Proposal on the Company’s Entrusted Guarantee and Counter-Guarantee”

  1. Contents of the motion:

(1) Agree that the company entrusts Wuzhou Small and Micro Enterprise Financing Guarantee Co., Ltd. to apply for a loan of RMB 5 million from Bank of China Co., Ltd. Wuzhou Branch in the form of a guarantee; (2) pledge the inventory (raw medicinal materials and finished products) in the name of the company to Wuzhou Small and Micro Enterprise Financing Guarantee Co., Ltd. as a mortgage counter-guarantee; (3) use shareholder Chen Minfei to provide unit 2, unit 2, building 7, No. 58-1, Zaochong Road, in his name House; Shareholder Chen Songmin provides his name in Unit 2, Building 7, No. 58-1, Zaochong Road, Unit 402 The house is mortgaged to Wuzhou Small and Micro Enterprise Financing Guarantee Co., Ltd. as a mortgage counter-guarantee; (4) The company's shareholders Chen Minfei, Chen Songmin, and Cao Yun provide a joint liability guarantee and counter-guarantee to Wuzhou Small and Micro Enterprise Financing Guarantee Co., Ltd. to guarantee the above loan; (5) During the mortgage period, the company guarantees not to re-mortgage all or part of the above-mentioned collateral without the consent of Wuzhou Small and Micro Enterprise Financing Guarantee Co., Ltd.

  1. Avoidance of voting:

According to Article 106 of the "Governance Rules for Companies Listed on the National Equities Exchange and Quotations", transactions in which the company obtains unilateral benefits, including receiving cash assets as gifts, obtaining debt relief, accepting guarantees and funding, etc., can be exempted from review as related transactions, and related parties do not need to avoid voting.

  1. Voting results of the motion: 7 votes in favor; 0 votes against; 0 abstentions.

Announcement number: 2025-028 4. Submission to shareholders’ meeting for voting:

This proposal still needs to be submitted to the shareholders' meeting for review.

(3) Consideration and approval of the “Proposal on Proposing to Convene the Company’s First Extraordinary Shareholders’ Meeting in 2026”

case"

  1. Contents of the motion:

The company's first extraordinary shareholders' meeting in 2026 is planned to be held on January 15, 2026 (Thursday) at the company's location. For details of the meeting, please see the meeting notice.

  1. Avoidance of voting:

This proposal does not involve related transactions and there is no need to avoid voting.

  1. Voting results of the motion: 7 votes in favor; 0 votes against; 0 abstentions.

  2. Submit the voting status of the shareholders’ meeting:

This proposal does not need to be submitted to the shareholders' meeting for review.

3. Documents for reference

"Resolution of the Fifth Meeting of the Fourth Board of Directors of Guangxi Wuzhou Sanhe Pharmaceutical Co., Ltd."

Board of Directors of Guangxi Wuzhou Sanhe Pharmaceutical Co., Ltd.

December 31, 2025