海南海药股份有限公司第十一届董事会第三十一次会议决议公告

Group 1 - The core point of the announcement is the approval of the proposal regarding the change of the commitment period for avoiding competition by the controlling shareholders, which will be submitted for shareholder approval [1][4][21] - The board meeting was held on February 25, 2026, with all 9 directors present, and the proposal received 6 votes in favor, 0 against, and 0 abstentions [3][21] - The independent directors held a special meeting and agreed to submit the proposal to the board, confirming compliance with relevant regulations and that it would not harm the interests of the company or its shareholders [2][22] Group 2 - The proposal to sign a financial service agreement with the financial company was also approved, which includes services such as deposits, settlements, and comprehensive credit [5][30] - The financial service agreement is set to be renewed for three years, with a maximum daily deposit balance of 1 billion RMB and a total credit limit of 1 billion RMB [30][34] - The independent directors reviewed the financial service agreement and found it beneficial for the company, ensuring it would not harm the interests of shareholders [60] Group 3 - The announcement regarding the change in the commitment period for avoiding competition states that the new commitment period will extend for two years from the original expiration date, ensuring compliance with regulations [11][17] - The original commitment made in July 2019 included maintaining independence and resolving competition issues within five years, which has now been extended due to complexities in resolving historical issues [11][19] - The company has assessed that there is minimal direct competition between itself and the related companies, as their products and market focuses differ significantly [14][16]