迈威（上海）生物科技股份有限公司2025年第三次临时股东大会决议公告

Core Viewpoint - The announcements detail the resolutions passed during the third extraordinary general meeting of shareholders of Maiwei (Shanghai) Biotechnology Co., Ltd., including governance structure adjustments and the election of a new employee representative director [1][7]. Meeting Details - The meeting was held on December 25, 2025, with all 9 current directors and 3 supervisors present, along with the board secretary and legal witnesses [2][3]. - Voting was conducted through a combination of on-site and online methods, complying with the Company Law and the company's articles of association [2]. Resolutions Passed - The following resolutions were approved: - Cancellation of the supervisory board and amendments to the company's articles of association and related rules [3]. - Revision of corporate governance systems, including: - Independent director work system [3]. - Related party transaction management system [4]. - External investment management system [4]. - External guarantee management system [4]. - Fundraising management system [4]. - Director and senior management compensation management system [4]. - Implementation details for online voting at shareholder meetings [4]. - The special resolution regarding the cancellation of the supervisory board received over two-thirds approval, while the ordinary resolution on governance systems received over half approval from the voting shareholders [4]. Legal Witnessing - The meeting was witnessed by Beijing Zhide (Shanghai) Law Firm, confirming that the meeting's procedures and voting methods complied with relevant laws and regulations [6]. Director Resignation and Election - Non-independent director Gui Xun submitted a resignation report due to governance structure adjustments but will continue in other roles within the company [8]. - Gui Xun was elected as an employee representative director during the first session of the sixth member representative conference of the labor union, maintaining the board's compliance with legal requirements [8][10]. - The board remains at 9 members, with the number of directors who are also senior management not exceeding half of the total board [10].