郑州安图生物工程股份有限公司2025年第二次临时股东大会决议公告

Meeting Overview - The second extraordinary general meeting of shareholders was held on November 14, 2025, at the company's conference room [2] - The meeting was convened by the board of directors and chaired by Chairman Miao Yongjun, utilizing a combination of on-site and online voting [2] Attendance - Out of 11 current directors, 9 attended the meeting, with 2 participating via communication means and 2 absent due to work commitments [3] - All 3 current supervisors attended the meeting, along with the board secretary and some senior management personnel [3] Resolutions Passed - The proposal to amend the Articles of Association and abolish the supervisory board while establishing a worker representative director was approved [4] - Various internal governance rules were reviewed and passed, including: - Shareholders' meeting rules [5] - Board meeting rules [5] - Independent director work system [5] - Related party transaction management system [5] - External guarantee management system [5] - Major investment and transaction decision-making system [5] - Fundraising management measures [5] - Implementation details of cumulative voting system [5] Voting Details - The proposals required separate counting for minority investors, with special resolutions needing over two-thirds approval from attending shareholders [6] - Ordinary resolutions required more than half of the voting rights from present shareholders [6] Legal Verification - The meeting was witnessed by Shanghai Jintiancheng Law Firm, confirming that the convening, procedures, attendance, and voting were in compliance with relevant laws and regulations [7] Election of Worker Representative Director - The company held a worker representative meeting on November 14, 2025, electing Liu Wei as the worker representative director for a term of three years [10] - Liu Wei has a background in various roles within the company and holds a senior economist title [11]