天士力医药集团股份有限公司第九届董事会第16次会议决议公告

Core Viewpoint - The company announced the decisions made during the 16th meeting of the 9th Board of Directors, including the cancellation of the supervisory board and amendments to the Articles of Association, which will be submitted for approval at the upcoming extraordinary general meeting of shareholders [1][37]. Group 1: Board Meeting Resolutions - The 16th meeting of the 9th Board of Directors was held on December 9, 2025, with all 15 directors present, and all resolutions were passed unanimously [1][2]. - The proposal to cancel the supervisory board and amend the Articles of Association was approved, which aims to enhance the company's governance structure and operational efficiency [1][37]. - The proposal to revise and establish certain corporate governance systems was also approved, with specific sub-proposals requiring further review at the upcoming extraordinary general meeting [3][4]. Group 2: Related Party Transactions - The board approved the expected daily operational related party transactions for 2026, which will also be submitted for shareholder approval [5][11]. - Two sub-proposals regarding related party transactions with China Resources Group and Tasly Biopharmaceutical Industry Group were presented, with voting results showing unanimous support from non-related directors [6][7][14]. - The company emphasized that these transactions are essential for its operations and will not adversely affect its independence or the interests of minority shareholders [12][19]. Group 3: Change of Auditor - A proposal to change the auditing firm was approved by the audit committee and will be submitted for shareholder approval [8][9]. Group 4: Extraordinary General Meeting - The extraordinary general meeting of shareholders is scheduled for December 26, 2025, with both on-site and online voting options available [21][22]. - The meeting will address several key proposals, including those related to the cancellation of the supervisory board and the expected related party transactions [24][26].