甘李药业股份有限公司 第五届董事会第五次会议决议公告

Group 1 - The fifth meeting of the fifth board of directors of Gann Li Pharmaceutical Co., Ltd. was held on November 10, 2025, with all nine directors present, confirming the legality and validity of the meeting [2][5][24]. - The board unanimously approved the proposal regarding the addition of related parties and the expected daily related transactions for 2025 and 2026 [3][9][25]. - The proposal was reviewed and approved by the independent directors and does not require submission to the shareholders' meeting [4][6][9]. Group 2 - The company plans to transfer 70% of the equity of its wholly-owned subsidiary, Gann Medical Technology Jiangsu Co., Ltd., to Guangdong Hengqin Ganling Enterprise Management Co., Ltd. in two steps, resulting in Gann Medical becoming an associated company [12][16]. - The expected daily related transactions will include purchasing goods and providing services between the company and Gann Medical, with specific amounts projected for 2025 and 2026 [13][22]. - The pricing for these transactions will adhere to market prices and will be negotiated between the parties, ensuring fairness and compliance with market principles [19][20]. Group 3 - The board and supervisory committee confirmed that the daily related transactions are normal business activities and will not adversely affect the company's independence or the interests of shareholders, especially minority shareholders [10][22][25]. - The financial data of Gann Medical indicates that it is operationally sound and capable of fulfilling its obligations [18]. - The company will maintain independence in its operations and will not become overly reliant on the related parties [22].