古汉医药集团股份公司第十届董事会临时会议决议公告

Core Viewpoint - The company, Guhang Pharmaceutical Group Co., Ltd., held a temporary board meeting on December 30, 2025, where several resolutions were passed, including the approval of expected related party transactions for 2026 and internal equity transfers among subsidiaries [1][4][35]. Group 1: Related Party Transactions - The company expects to engage in daily operational related party transactions with its controlling shareholder, Hunan Sailoxian, and its affiliate, Hunan Hengchang Pharmaceutical Group Co., Ltd., with a total transaction amount not exceeding 380 million yuan [1][24]. - The related party transactions have been approved by the board and will require further approval from the shareholders' meeting, with the related shareholder needing to abstain from voting [4][23]. - The independent directors unanimously agreed that the expected related party transactions are necessary for the company's normal operations and do not harm the interests of the company or its shareholders [30][32]. Group 2: Internal Equity Transfer - The board approved the internal transfer of 100% equity of Guangdong Xiantong Pharmaceutical Co., Ltd. to Guhang Traditional Chinese Medicine Co., Ltd. to enhance synergy among subsidiaries and optimize resource allocation [5][35]. - This equity transfer is classified as an internal transfer and does not constitute a related party transaction or a major asset restructuring, thus not requiring shareholder approval [36][43]. - The transfer aims to improve the overall business development and aligns with the company's strategic planning [43]. Group 3: Amendments to Governance Documents - The board approved amendments to the "President's Work Rules" and the "Audit Committee Work Regulations" to comply with the latest regulations from the China Securities Regulatory Commission and the Shenzhen Stock Exchange [7][10]. - These amendments are intended to align the company's governance documents with current legal requirements and operational needs [7][10]. Group 4: Upcoming Shareholders' Meeting - The company will hold its first temporary shareholders' meeting for 2026 on January 16, 2026, where the approved related party transaction proposal will be discussed [16][44]. - The meeting will allow both onsite and online voting, ensuring participation from all registered shareholders [44][53].