Group 1 - The company held its second extraordinary general meeting of shareholders on December 5, 2025, with no resolutions being rejected [2][3] - The total number of shares with voting rights at the meeting was 746,174,300 shares after excluding shares held in the company's repurchase account [2] - The meeting was convened in accordance with the Company Law and the company's articles of association, with the chairman presiding over the meeting [3] Group 2 - The company approved several governance-related proposals, including the cancellation of the supervisory board and amendments to the articles of association [4][5] - All proposals related to the revision of governance systems and rules were passed unanimously [5][6] - The meeting was attended by all directors and supervisors, and the voting procedures were deemed valid [4][7] Group 3 - The company announced an expected related party transaction with Shengtong Intelligent Technology Co., Ltd., for a total amount not exceeding 16.5 million yuan for the year 2026 [11][12] - The transaction involves the provision of digital services and does not constitute a major asset reorganization [11] - The company had previously engaged in related transactions with Shengtong Intelligent amounting to 993.18 million yuan, which did not exceed 5% of the latest audited net assets [11][12] Group 4 - The company’s main business is non-clinical drug research services, and the collaboration with Shengtong Intelligent is expected to enhance operational efficiency and reduce costs [18] - The pricing for the services provided by Shengtong Intelligent will be based on a cost-plus model, ensuring alignment with market rates [16] - The independent directors and the board approved the related party transaction, confirming it aligns with the company's operational needs [19][20] Group 5 - The company plans to engage in daily related party transactions with Shuyitai Shen (Beijing) Biopharmaceutical Co., Ltd., which have been approved by the board [58][60] - These transactions are necessary for daily operations and are priced at market rates, ensuring no harm to the interests of the company or minority shareholders [65][66] - The company maintains its independence, with no reliance on these transactions for its main business or revenue [66] Group 6 - The company announced plans for entrusted financial management for 2026, with a maximum daily balance of 2 billion yuan for investments in low-risk financial products [69][72] - The purpose of the financial management is to enhance the efficiency of idle funds while ensuring the company's normal operations are not affected [71][78] - The board approved the financial management plan, which includes strict risk control measures [76][78] Group 7 - The company elected a new employee representative director, Li Ye, during the first meeting of the labor union committee on December 5, 2025 [79][80] - The new board will consist of 10 members, including 5 non-independent directors and 4 independent directors, complying with relevant regulations [79][80] - Li Ye has been with the company since 2007 and holds shares in the company, ensuring no conflicts of interest [80]
北京昭衍新药研究中心股份有限公司2025年第二次临时股东大会决议公告