（文章来源：证券日报） 证券日报网讯 9月1日晚间，诺思兰德发布公告称，公司第六届监事会第十六次会议审议通过了《关于 取消监事会并修订〈公司章程〉的议案》等。 ...

Core Viewpoint - The company announced the approval of multiple resolutions, including the cancellation of the supervisory board and amendments to the company's articles of association during the 22nd meeting of the sixth board of directors [2] Group 1 - The company held its 22nd meeting of the sixth board of directors on September 1 [2] - The resolutions passed include the proposal to cancel the supervisory board [2] - Amendments to the company's articles of association were also approved [2]

Group 1 - The company, Norland, announced that it will hold its second extraordinary general meeting of shareholders on September 17, 2025 [1] - The agenda for the meeting includes the proposal to cancel the supervisory board and amend the company's articles of association [1]

Meeting and Attendance - The board meeting was convened and conducted in accordance with the Company Law and the Articles of Association, with valid voting results [1] - All 9 directors were present or authorized to attend, with some participating via communication means due to work commitments [1] Agenda Review - The proposal to abolish the supervisory board and amend the Articles of Association was approved, transferring the supervisory board's powers to the audit committee of the board [1] - The original rules governing the supervisory board were simultaneously abolished, and amendments to the Articles of Association were proposed for shareholder authorization [1] Internal Management System - A proposal to establish and amend certain internal management systems was approved, aimed at enhancing corporate governance and promoting standardized operations [2][4] - This proposal includes several sub-proposals related to various management systems, such as the rules for board meetings, shareholder meetings, and related party transaction management [2][4] Shareholder Meeting - The board proposed to convene the second extraordinary general meeting of shareholders in 2025 on September 17 to review related proposals [6] - This proposal does not involve related party transactions and does not require avoidance of voting [6]

Group 1 - The company has decided to abolish the supervisory board, transferring its responsibilities to the audit committee of the board of directors, and will amend the relevant provisions in the Articles of Association accordingly [1][2] - The proposal to abolish the supervisory board and amend the Articles of Association has been approved by the supervisory board and will be submitted for shareholder meeting approval [2] - The proposal to abolish the "Rules of Procedure for the Supervisory Board of Beijing Northland Biotechnology Co., Ltd." has also been approved, as the supervisory board will no longer exist [2] Group 2 - The meeting was convened in accordance with the Company Law and the Articles of Association, with all voting results being legal and valid [1] - All three supervisors were present or authorized to attend the meeting, with one supervisor participating via telecommunication due to work commitments [1] - The proposals do not involve related party transactions and do not require abstention from voting [2]

证券代码：430047 证券简称：诺思兰德 公告编号：2025-066 北京诺思兰德生物技术股份有限公司独立董事工作制度 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假记载、 误导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连 带法律责任。 一、 审议及表决情况 北京诺思兰德生物技术股份有限公司（以下简称"公司"）于 2025 年 9 月 1 日召开第六届董事会第二十二次会议，审议通过了《关于制定及修订公司部分内 部管理制度的议案（尚需股东会审议）》之子议案 2.07： 《修订〈独立董事工作制 度〉》，表决结果：同意 9 票，反对 0 票，弃权 0 票。 本议案尚需提交股东会审议。 二、 分章节列示制度主要内容： 北京诺思兰德生物技术股份有限公司 第一章 总则 第一条 为进一步完善北京诺思兰德生物技术股份有限公司（以下简称"公 司"）治理结构，充分发挥公司独立董事作用，促进公司规范运作，根据《中华 人民共和国公司法》（以下简称"《公司法》"）、《中华人民共和国证券法》（以下 简称"《证券法》"）、《北京证券交易所上市公司持续监管办法（试行）》《上市公 司独立董事管理办法》、 ...

Core Viewpoint - The company has revised its profit distribution management system to enhance transparency and ensure sustainable development while protecting the rights of minority investors [1][2][3] Section Summaries 1. Review and Voting Situation - The company held its 22nd meeting of the 6th Board of Directors on September 1, 2025, where the proposal to revise the profit distribution management system was approved with 9 votes in favor, 0 against, and 0 abstentions [1] 2. General Principles - The revised system aims to standardize profit distribution practices, ensuring a scientific, sustainable, and stable distribution mechanism [3] - The company will strengthen its commitment to shareholder returns and adhere to legal regulations in profit distribution decisions [3] 3. Profit Distribution Order - The company will prioritize the rights of investors, especially minority shareholders, in its profit distribution policy [4] - Taxed profits will be allocated in a specific order, including mandatory allocations to statutory reserves and addressing previous losses before distributing profits to shareholders [4][5] 4. Profit Distribution Policy - The company will implement a stable profit distribution policy, considering factors such as profit, cash flow, and shareholder expectations [6] - Cash dividends will be prioritized when conditions are met, and the company will maintain a continuous and stable profit distribution policy [6][8] 5. Decision-Making Mechanism - The Board of Directors must conduct thorough research and discussions before proposing profit distribution plans, ensuring that minority shareholders' opinions are considered [9] - The audit committee will review the profit distribution proposals before they are submitted to the shareholders' meeting for approval [9] 6. Execution and Disclosure - The Board must complete the distribution of dividends within two months after the shareholders' meeting decision [10] - The company is required to disclose the profit distribution plan and its execution status in accordance with regulatory requirements [10][11]

Group 1 - The core point of the article is the establishment and operational framework of Beijing Northland Biotechnology Co., Ltd., including its legal foundation, organizational structure, and governance principles [1][2][3][4]. - The company was established as a joint-stock company based on the transformation of Beijing Northland Biotechnology Co., Ltd. and is registered in Haidian District, Beijing [2][3]. - The registered capital of the company is RMB 274.271974 million [3]. Group 2 - The company's business purpose is to operate legally, combining production and capital operations, focusing on the development of new drug projects, and expanding related industries to achieve multi-faceted development [5]. - The company’s business scope includes technology development, transfer, and consulting, investment and asset management, sales of biological products, and various forms of drug retail and wholesale [5]. Group 3 - The company has issued a total of 274,271,974 shares, all of which are RMB ordinary shares [6][7]. - The company can increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [7][8]. - The company is prohibited from repurchasing its own shares except under specific circumstances, such as reducing registered capital or merging with another company [8][9]. Group 4 - The company’s shares must be transferred in accordance with the law, and the company does not accept its shares as collateral [9][10]. - Major shareholders and executives are restricted from selling their shares within two full accounting years if the company has not yet made a profit [10][11]. Group 5 - The company’s shareholders have rights to dividends, voting, and other benefits proportional to their shareholdings [11][12]. - The company must hold annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [12][13][14].

Core Points - The company has established a set of rules for online voting at shareholder meetings to protect investors' rights and ensure compliance with relevant laws and regulations [1][2][5] - The online voting system is provided by China Securities Depository and Clearing Corporation Limited, allowing shareholders to exercise their voting rights through internet technology [2][3] - The board of directors approved the proposal for the online voting implementation rules, which will be submitted for shareholder meeting approval [1][6] Chapter Summaries Chapter 1: General Provisions - The rules aim to standardize online voting behavior at shareholder meetings and protect investors' legal rights [1] - The rules are based on the Company Law and relevant regulations [1] Chapter 2: Preparation for Online Voting - The company must provide clear information about the voting code, voting abbreviation, voting time, and agenda in the shareholder meeting notice [2] - There should be at least a 2 trading day gap between the record date and the start of online voting [2] Chapter 3: Voting and Counting Rules - Shareholders can vote through the online system, and multiple votes on the same proposal will be counted as attendance [3][4] - Votes exceeding the number of shares owned will be considered abstentions [3] - The first valid vote will be considered in cases of multiple voting methods [4][5] Chapter 4: Miscellaneous - The rules will take effect after being approved by the shareholder meeting [6] - The board of directors is responsible for interpreting the rules [6]

Group 1 - The company held its 22nd meeting of the 6th Board of Directors on September 1, 2025, where it approved the proposal to revise the "Rules of Shareholders' Meetings" [1][2] - The proposal received unanimous support with 9 votes in favor, and it will be submitted for shareholder meeting review [1][2] - The revised rules aim to standardize the company's operations and ensure shareholders can exercise their rights in accordance with relevant laws and regulations [2][3] Group 2 - The rules specify that the company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year, and temporary meetings must be convened within two months when required [2][4] - The board of directors is responsible for organizing the meetings and must ensure compliance with legal and regulatory requirements [2][4] - Legal opinions must be obtained for the meeting's procedures, participant qualifications, and voting results to ensure validity [2][6] Group 3 - Shareholders holding more than 10% of the company's shares can request a temporary shareholders' meeting, and the board must respond within ten days [4][5] - If the board does not respond or refuses the request, the shareholders can approach the audit committee to convene the meeting [5][6] - The audit committee or shareholders can independently convene a meeting if the board fails to fulfill its responsibilities [5][6] Group 4 - Proposals for the shareholders' meeting must fall within the scope of the meeting's authority and comply with legal and regulatory requirements [7][8] - Shareholders holding at least 1% of the shares can submit supplementary proposals before the meeting [7][8] - The notice for the annual meeting must be sent at least 20 days in advance, while temporary meetings require a 15-day notice [7][8] Group 5 - The company must ensure that the meeting is held at the specified location and cannot change the venue without valid reasons [8][9] - Shareholders can attend in person or through authorized representatives, and the company must provide necessary facilities for participation [9][10] - Voting procedures must be clearly outlined in the meeting notice, including the timing for online voting [9][10] Group 6 - The company must disclose the results of the voting and the details of the resolutions passed at the meeting promptly [19][20] - If a proposal is not approved, it must be highlighted in the announcement of the meeting's resolutions [19][20] - The meeting records must include comprehensive details such as the time, location, attendees, and voting results, and must be preserved for at least ten years [20][21]