Bao Pharma Proposes Full Board Re-election and Articles Revision to Align with China’s New Company Law

Shanghai Bao Pharmaceuticals Co., Ltd. (Bao Pharma, HKEX: 02659) has released its AGM agenda, centering on a comprehensive board refresh and a constitutional overhaul triggered by the July 2024 amendments to the PRC Company Law.

Board Composition • Shareholders will vote on re-electing the entire slate of 10 current directors (three executive, three non-executive and four independent). • Executive nominees: Dr. Liu Yanjun (Chairman), Ms. Wang Zheng (CEO) and Ms. Li Cui (CFO & Board Secretary). • Non-executive nominees: Ms. Lin Chia-Ling, Mr. Diao Juanhuan and Mr. Li Chen. • Independent nominees: Mr. Cai Zhongxi, Dr. Zeng Fanyi, Dr. Ju Dianwen and Mr. Zhang Senquan. • Director remuneration will be set post-approval, benchmarked against industry peers; individual service contracts will run until the next board term.

Articles of Association Update Key amendments to be tabled as special resolutions: 1. Abolish the Supervisory Committee structure. 2. Introduce an employee-representative director seat; the company’s staff will elect the inaugural representative at an employees’ meeting expected to coincide with the AGM. 3. Transfer the former Supervisory Committee’s statutory duties to the Audit Committee. All changes are aimed at bringing corporate governance in line with the revised Company Law.

Next Steps • Ordinary resolutions: Election of the 10 directors. • Special resolutions: Approval of the amended Articles. • An AGM circular detailing nominee biographies, proposed remuneration and the full text of amendments will be distributed in due course.

Regulatory Compliance The announcement complies with Hong Kong Listing Rules 13.51(1) and 13.51(2). Each independent director candidate has confirmed full independence per Rule 3.13 and disclosed no relationships or interests that could impair objective judgment.

Timeline The 2025 AGM date has not yet been specified. All current Supervisory Committee members will continue in office until shareholders approve the committee’s removal.

Implications If approved, Bao Pharma will transition to a streamlined governance model with enhanced board-level oversight via its Audit Committee and broadened employee representation, positioning the company for compliance under China’s updated corporate legislation.