Tianjin Pharmaceutical Da Ren Tang Group EGM: Key Resolutions and Shareholder Updates for FY2025

Date of EGM: 15 December 2025
Venues: Da Ren Tang Mansion, Tianjin, PRC and via video conference at NTUC Centre, Singapore
Chairman: Ms. Wang Lei

Introduction

Tianjin Pharmaceutical Da Ren Tang Group Corporation Limited (formerly Tianjin Zhong Xin Pharmaceutical Group Corporation Limited) convened its 2nd Extraordinary General Meeting (EGM) for FY2025 on 15 December 2025. The meeting, chaired by Ms. Wang Lei, was held simultaneously in Tianjin, China and via video conferencing in Singapore, reflecting the company’s cross-border shareholder base. The EGM covered several critical resolutions, each carrying potential implications for the company’s governance, capital structure, and shareholder value.

Key Points and Resolutions Passed

1. Amendments to Interested Person Transactions Mandate

   Shareholders approved amendments to the existing shareholders’ mandate governing interested person transactions. This resolution is significant as it may alter the company’s approach to related party transactions, potentially impacting future business operations and financial transparency. Notably, the main controlling shareholders—Tianjin Pharmaceutical Holdings Co., Ltd. (TPH), Jinyao Global Pte. Ltd., and Jinhushen Biological Medical Science and Technology Co., Ltd.—abstained from voting on this resolution, ensuring the decision reflected the will of the broader shareholder base.

2. Purchase of Directors’ and Officers’ Liability Insurance

   The EGM approved the purchase of liability insurance for directors, supervisors, and senior management, aligning the company with international best practices and strengthening its risk management framework. This move is especially important as it enhances protection for key management, supporting board independence and potentially attracting higher-caliber leadership. However, the insurance does not cover liabilities resulting from knowing or wilful violations, as clarified during the meeting.
   
   Price Sensitivity: Such coverage is perceived as a positive signal for corporate governance, possibly affecting investor sentiment and the attractiveness of the company to institutional investors.

3. Amendments to Articles of Association and Registration Updates

   Shareholders overwhelmingly approved proposed amendments to the Company’s Articles of Association, including changes to industrial and commercial registration. This legal housekeeping ensures the company’s governance documents remain up to date with evolving business needs and regulatory requirements.

4. Re-appointment of Auditors for FY2025

   The company re-appointed CAC Certified Public Accountants LLP as the PRC auditors and Foo Kon Tan LLP as the international auditors for FY2025, with the Board authorized to determine their remuneration. The retention of established auditors supports financial reporting integrity and continuity.

5. Declaration of Interim Dividend for FY2025

   One of the most price-sensitive developments was the approval of an interim dividend for FY2025. This decision was backed by a strong financial position following the disposal of the company’s equity interest in Tianjin TSKF Pharmaceutical Co., Ltd., resulting in a significant cash inflow. The Board emphasized its commitment to rewarding shareholders and maintaining a sustainable dividend policy. This immediate return of value to shareholders could have a positive impact on the company’s share price.

Additional Details for Shareholders

• Voting and Scrutineering: The meeting ensured a robust voting process, with scrutineers from both legal counsel and independent agents in Singapore. All major controlling shareholders abstained from voting on resolutions where conflicts of interest could arise, bolstering the legitimacy of the outcomes.
• Legal Compliance: The PRC legal counsel confirmed that the calling, convening, and conduct of the EGM were in full compliance with relevant laws, regulations, and the company’s Articles of Association.
• Shareholder Q&A: Substantial questions were raised by A-Share shareholders regarding the scope of the liability insurance and rationale for the interim dividend. The company clarified that:
  • Liability insurance is standard for international firms and does not cover deliberate malfeasance.
  • The interim dividend is supported by the company’s strong profit base following a major asset disposal, and reflects a focus on delivering sustainable returns.

Conclusion

The 2nd EGM for FY2025 marked significant progress in Tianjin Pharmaceutical Da Ren Tang Group’s corporate governance and shareholder engagement. The approval of an interim dividend, in particular, stands out as a price-sensitive development, likely to boost investor confidence and potentially support the company’s share price. Shareholders should monitor future disclosures for details on the dividend amount and payment schedule, as well as the implementation of the updated governance frameworks.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult their financial advisors before making investment decisions. The author and publisher accept no liability for any losses arising from the use of this information.

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