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北京同仁堂股份有限公司第十届董事会第十二次会议决议公告

Meeting Overview - The 12th meeting of the 10th Board of Directors of Beijing Tongrentang Co., Ltd. was held on August 11, 2025, with all 9 directors present [2] - The meeting was conducted in accordance with the Company Law of the People's Republic of China and the company's articles of association [2] Resolutions Passed - The board approved the revision of the "Beijing Tongrentang Co., Ltd. Fund Management System" with unanimous consent [3] - The board approved the revision of the "Beijing Tongrentang Co., Ltd. Audit Committee Work Rules" with unanimous consent [4] - The board approved the revision of the "Beijing Tongrentang Co., Ltd. Nomination Committee Work Rules" with unanimous consent [5] - The board approved the revision of the "Beijing Tongrentang Co., Ltd. Compensation and Assessment Committee Work Rules" with unanimous consent [6] - The board approved the revision of the "Beijing Tongrentang Co., Ltd. Strategic and Investment Committee Work Rules" with unanimous consent [7] - The board approved the revision of the "Beijing Tongrentang Co., Ltd. Legal Construction Committee Work Rules" with unanimous consent [8] - The board approved the revision of the "Beijing Tongrentang Co., Ltd. General Manager Work Rules" with unanimous consent [9] - The board approved the revision of the "Beijing Tongrentang Co., Ltd. Secretary of the Board Work Rules" with unanimous consent [10] - The board approved the revision of the "Beijing Tongrentang Co., Ltd. Board Authorization Management Measures" with unanimous consent [11] - The board approved the revision of the "Beijing Tongrentang Co., Ltd. Management System for Directors and Senior Management Holding Company Shares" with unanimous consent [12] - The board approved the revision of the "Beijing Tongrentang Co., Ltd. External Director Management Measures" with unanimous consent [13] - The board approved the revision of the "Beijing Tongrentang Co., Ltd. Internal Control System" with unanimous consent [14] - The board approved the revision of the "Beijing Tongrentang Co., Ltd. Board Meeting Proposal Management Measures" with unanimous consent [15] - The board approved the revision of the "Beijing Tongrentang Co., Ltd. Investor Relations Management System" with unanimous consent [16] - The board approved the revision of the "Beijing Tongrentang Co., Ltd. Insider Information Registrant Management System" with unanimous consent [17] - The board approved the revision of the "Beijing Tongrentang Co., Ltd. Information Disclosure Management System" with unanimous consent [18] - The board approved the revision of the "Beijing Tongrentang Co., Ltd. External Director Support Service Management Measures" with unanimous consent [19] - The board approved the establishment of the "Beijing Tongrentang Co., Ltd. Information Disclosure Postponement and Exemption Management Measures" with unanimous consent [20] - The board approved the establishment of the "Beijing Tongrentang Co., Ltd. Securities Investment Management Measures" with unanimous consent [21] - The board approved the establishment of the "Beijing Tongrentang Co., Ltd. Entrusted Financial Management System" with unanimous consent [22] Leadership Changes - The board accepted the resignation of former chairman Di Shubing due to work adjustments, effective immediately upon delivery of the resignation report [23][36] - Zhang Chaohua was elected as the new chairman of the board, effective from the date of the board's approval until the end of the current board's term [23][36] - The board will handle the necessary changes for the legal representative registration [24][36] Board Member Adjustments - The board approved the election of Wang Xingwu as a non-independent director, pending shareholder approval [25][41] - The board made adjustments to the members of the Strategic and Investment Committee, Legal Construction Committee, and Nomination Committee [27][42] - The new committee members' terms will last until the end of the current board's term [30][43]