灵康药业集团股份有限公司关于变更注册资本、取消监事会并修订《公司章程》的公告

Group 1 - The company announced changes to its registered capital, cancellation of the supervisory board, and amendments to its articles of association [1][3][21] - The company issued 5.25 million convertible bonds with a total value of 525 million yuan, which can be converted into A-shares starting from June 7, 2021 [1][2] - As of December 31, 2024, a total of 139,000 yuan of convertible bonds have been converted into 16,623 shares, increasing the total share capital from 721,227,382 shares to 721,244,005 shares [2] Group 2 - The supervisory board will be abolished, and its powers will be transferred to the audit committee of the board of directors, in accordance with relevant laws and regulations [3][21] - The amendments to the articles of association require approval from the shareholders' meeting, and the management is authorized to handle related business registration changes [4][21] Group 3 - The company held its fourth board meeting on September 22, 2025, where it approved the nomination of candidates for the fifth board of directors [8][33] - The fifth board will consist of 7 directors, including 3 non-independent directors, 3 independent directors, and 1 employee representative [33][34] - The company plans to hold a second extraordinary shareholders' meeting on October 10, 2025, to vote on the board nominations and other matters [47][50] Group 4 - The company aims to revise its governance structure to better protect the rights of investors, especially minority shareholders, and promote sustainable development [25][69] - The revised governance documents include rules for external investment management, shareholder meetings, independent director work, related party transactions, and fundraising management [69][70]